AMONG

Exhibit 2

RECAPITALIZATION AND

STOCK PURCHASE AGREEMENT

AMONG

WEIGHT WATCHERS INTERNATIONAL, INC.

and

X. X. XXXXX COMPANY

and

ARTAL INTERNATIONAL S.A.

July 22, 1999

TABLE OF CONTENTS

Article I - Definitions......................................... 2

Article II - Reorganizations; Recapitalization; Sale and
Purchase of WWI Common Stock........................ 10

2.0 Reorganizations.................................... 10
2.1 The Recapitalization................................ 10
2.2 Performance of Obligations of WWI................... 10
2.3 Closing Deferred Revenue Adjustment................. 11
2.4 Outstanding Indebtedness............................ 12
2.5 [Intentionally Left Blank].......................... 12
2.6 Closing............................................. 13

Article III - Representations and Warranties of Parent............ 14

3.1 Incorporation; Qualification........................ 14
3.2 Authority........................................... 15
3.3 Execution and Binding Effect........................ 15
3.4 No Conflict......................................... 15
3.5 Capitalization...................................... 16
3.6 Stock Ownership; Title to Shares.................... 17
3.7 Financial Statements; Undisclosed Liabilities....... 17
3.8 Title to Assets; Leased Real Property............... 18
3.9 Contracts........................................... 19
3.10 Employee Benefit Plans.............................. 20
3.11 Absence of Certain Changes.......................... 21
3.12 Litigation.......................................... 24
3.13 Compliance with Laws................................ 24
3.14 Franchise Agreements................................ 24
3.15 Intellectual Property............................... 25
3.16 Taxes............................................... 27
3.17 Environmental Matters............................... 29
3.18 Brokers and Finders................................. 29
3.19 Subsidiaries........................................ 30
3.20 Accounts Receivable................................. 30
3.21 Year 2000........................................... 30
3.22 Insurance........................................... 30
3.23 No Other Representations or Warranties.............. 31

Article IV - Representations and Warranties of Purchaser......... 31

4.1 Incorporation....................................... 31
4.2 Authority........................................... 31
4.3 Execution and Binding Effect........................ 31
4.4 No Conflict......................................... 31
4.5 Litigation.......................................... 32
4.6 Brokers and Finders................................. 32
4.7 Financing........................................... 32
4.8 Acquisition of Shares for Investment................ 33

Article V - Covenants of Parent ................................ 33

5.1 Access.............................................. 33
5.2 Confidentiality..................................... 34
5.3 Conduct of Business................................. 34
5.4 Reasonable Best Efforts; Notifications.............. 36
5.5 Consents and Approvals.............................. 37
5.6 Preservation of Records............................. 37
5.7 Signature and Bank Accounts......................... 37
5.8 Releases............................................ 38
5.9 Insurance........................................... 38
5.10 Outstanding Indebtedness............................ 38
5.11 Franchisee Guarantees............................... 38
5.12 No Solicitation..................................... 39
5.13 No Solicitation of Employees........................ 39
5.14 Additional Financial Statements..................... 40
5.15 Transition Services................................. 40
5.16 WWI Articles of Incorporation....................... 40
5.17 Heinz Australia-WWI Agreement....................... 40

Article VI - Covenants of the Purchaser and WWI.................. 40

6.1 Preservation of Records............................. 40
6.2 Reasonable Best Efforts; Notifications.............. 41
6.3 Governmental Approval Filings....................... 41
6.4 Acknowledgment of Exclusivity; Projections.......... 41
6.5 Financing........................................... 42
6.6 Guarantees.......................................... 43
6.7 Assumed Debt........................................ 43

Article VII - Employee Matters.................................... 43

7.1 Affected Employees.................................. 43
7.2 Employee Benefit Transition......................... 44
7.3 COBRA............................................... 45
7.4 Vacation............................................ 45
7.5 Pension Plans....................................... 45
7.6 Workers' Compensation............................... 45
7.7 No Third Party Beneficiaries........................ 46
7.8 Documents and Forms................................. 46
7.9 Applicability....................................... 46
7.10 Assumption of Employment Agreements; Retention
of Liabilities...................................... 46

Article VIII - Excluded Assets and Liabilities..................... 47

8.1 Excluded Assets and Liabilities..................... 47
8.2 No Violation........................................ 47

Article IX - Conditions To Purchaser's Obligations............... 48

9.1 Accuracy of Representations and Warranties;
Performance of Agreements; Certificates and
Opinion of Counsel.................................. 48
9.2 Consents............................................ 51
9.3 Financing........................................... 51
9.4 [Intentionally Left Blank].......................... 51
9.5 No Injunction....................................... 51
9.6 Governmental Approvals.............................. 51
9.7 Closing Deliveries.................................. 51

Article X - Conditions To Parent's Obligations.................. 52

10.1 Accuracy of Representations and Warranties;
Performance of Agreements; Certificates and
Opinion of Counsel.................................. 52
10.2 Consents............................................ 52
10.3 No Injunction....................................... 52
10.4 Governmental Approvals.............................. 53
10.5 Closing Deliveries.................................. 53

Article XI - Indemnification..................................... 53

11.1 Survival of Representations and Warranties and
Obligations......................................... 53
11.2 Indemnification by Parent........................... 53
11.3 Indemnification by Purchaser and WWI................ 54
11.4 Indemnification Procedures.......................... 55
11.5 Limits on Indemnification........................... 56
11.6 General Provisions on Indemnification............... 57
11.7 Exclusive Remedy.................................... 58

Article XII - Tax Matters......................................... 58

12.1 Section 338(h)(10) Election......................... 58
12.2 Liability for Taxes; Tax Indemnity.................. 59
12.3 Partial Period Taxes................................ 60
12.4 Federal Income Tax Returns.......................... 61
12.5 State and Local Income Tax Returns Where Books
Closed.............................................. 61
12.6 State and Local Income Tax Returns for Interim
Periods............................................. 62
12.7 Foreign Income Tax Returns and All Other Tax
Returns............................................. 62
12.8 Tax Refunds......................................... 63
12.9 Cooperation......................................... 64
12.10 Tax Agreements and Arrangements..................... 64
12.11 Contests............................................ 64
12.12 Timing of Payments.................................. 65
12.13 Termination of Parent's Indemnity Obligations....... 65
12.14 Miscellaneous Tax Matters........................... 65
12.15 Purchase Price Adjustment........................... 66

Article XIII - Miscellaneous....................................... 67

13.1 Termination of Agreement............................ 67
13.2 Expenses............................................ 67
13.3 Waiver.............................................. 68
13.4 Consents............................................ 68
13.5 Assignment; Parties in Interest..................... 68
13.6 Further Assurances.................................. 68
13.7 Entire Agreement.................................... 69
13.8 Amendment........................................... 69
13.9 Limitations on Rights of Third Parties.............. 69
13.10 Captions............................................ 69
13.11 Counterparts........................................ 69
13.12 Notices............................................. 69
13.13 Governing Law....................................... 70
13.14 Transfer Taxes and Governmental Approvals Filing
Fees................................................ 71
13.15 Public Announcements................................ 71
13.16 Schedules........................................... 71
13.17 Guaranty............................................ 71
13.18 Jurisdiction;Venue;Process.......................... 71
13.19 Time of Essence..................................... 72
13.20 Joint Promotion..................................... 72

LIST OF EXHIBITS

A Intellectual Property Reorganization

B Australian Reorganization

C New Zealand Reorganization

D Preferred Stock

E Stockholders Agreement

F LLC Agreement

G Heinz License

H Weight Watchers License

I Operating Agreement

J Trademark Licensing Agreement

K Joint Promotional Agreement

L Licensing Key Term Sheet

LIST OF SCHEDULES

1.1 Food Products

2.4 Indebtedness for Borrowed Money to be Discharged

3.1 Incorporation; Qualification

3.4 No Conflict

3.5 Capitalization

3.6 Stock Ownership; Title to Shares

3.7(a) Financial Statements

3.7(b) Undisclosed Liabilities

3.8(b) Real Property Leases

3.8(c) Disclosures relating to Real Property Leases

3.9(a) Material Contracts

3.9(b) Exceptions to Validity, Force and Effect of Material
Contracts; Events of Default

3.10 Employee Benefit Plans

3.11 Absence of Certain Changes

3.12 Litigation

3.13 Compliance with Laws; Permits

3.14 Franchise Agreements

3.15(a)(i) U. S. Intellectual Property Assets

3.15(a)(ii) Other Company Intellectual Property Assets

3.15(a)(iii) Patent Applications and Applications for Registration of
Intellectual Property

3.15(a)(iv) U. S. Copyright Registrations

3.15(b) Food Licenses

3.15(c) Intellectual Property - Encumbrances

3.15(d) Exceptions to Intellectual Property

3.16 Taxes

3.19 Subsidiaries

3.20 Accounts Receivable

3.21 Year 2000

4.4 No Conflict (Purchaser)

5.3 Conduct of Business

5.8 Claims

6.6 Guarantees

7.1(a)(1) Parent Employees Permanently Assigned to WWI

7.1(a)(2) Parent's Severance Policies

8.1 Excluded Assets and Liabilities

9.6 Governmental Approvals

RECAPITALIZATION AND STOCK PURCHASE AGREEMENT

THIS AGREEMENT, dated as of July 22, 1999, among WEIGHT WATCHERS
INTERNATIONAL, INC., a Virginia corporation ("WWI"), X. X. XXXXX COMPANY, a
Pennsylvania corporation ("Heinz" or "Parent"), ARTAL INTERNATIONAL S.A., a
Luxembourg corporation ("Purchaser"), and ARTAL LUXEMBOURG S.A., a Luxembourg
corporation ("Guarantor") for purposes of Section 13.17 only.

WITNESSETH:

WHEREAS, Parent owns all of the issued and outstanding capital stock of
WWI, consisting of 1,000 shares (the "WWI Shares") of common stock, par value
$1.00 per share (the "WWI Common Stock"); and

WHEREAS, at the Closing, WWI will borrow the Debt Financing Amount and
will repay all or a portion of the Assumed Debt, deliver to Parent the releases
referred to in Section 6.7 of this Agreement with respect to the unpaid portion
of the Assumed Debt and deliver to Parent the Redemption Amount to redeem the
Redemption Shares (the "Redemption"); and

WHEREAS, immediately after the Redemption and on the terms and subject to
the conditions set forth herein, Parent shall sell and transfer to the
Purchaser, and Purchaser shall purchase from Parent, the Purchased Shares for an
amount equal to the Stock Purchase Amount; and

WHEREAS, as part of the transactions contemplated hereunder, WWI will
initiate a restructuring whereby certain fixed locations such as classrooms and
calling centers will be closed and certain corporate functions will be
reorganized.

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereto, intending to be legally
bound, agree as follows:

ARTICLE I

DEFINITIONS

"1999 Combined Statement of Assets and Liabilities" shall mean the
audited Special Purpose Combined Statement of Assets and Liabilities of
the Weight Watchers Classroom Business (as described in the Financial
Statements) as of April 24, 1999.

"Acquisition Proposal" shall mean any offer, proposal or indication
of interest for the acquisition of (including by merger or other business
combination) (i) any of the capital stock or other securities of any of
the Companies or (ii) any of the assets of the Companies (other than a
sale of inventory in the ordinary course of business consistent with past
practice), in each case, other than in a transaction contemplated by this
Agreement.

"Affected Employees" shall have the meaning specified in Section
7.1(a).

"Affiliate" means a Person, which directly or indirectly, alone or
through one or more intermediaries, controls, or is controlled by, or is
under common control with a specified Person.

"Affiliated Group" means an "affiliated group" as defined in Section
1504(a) of the Code.

"Agreement" shall mean this Agreement among Parent, WWI, Purchaser
and Guarantor as originally executed and delivered, as the same may be
amended or supplemented in accordance with the provisions hereof, together
with Exhibits A, B, and C and the Schedules referred to herein.

"Assumed Debt" shall mean any Indebtedness of any Company incurred
to effect the Australian Reorganization and the New Zealand Reorganization
as contemplated by Exhibits B and C, which Indebtedness in the aggregate
will be not less than US$100,000,000 and not more than US$130,920,000 with
respect to the Australian Reorganization and not more than US$16,604,000
with respect to the New Zealand Reorganization.

"Australian Reorganization" shall have the meaning described in
Exhibit B.

"Basket" shall have the meaning specified in Section 11.5.

"Business" shall mean the weight control classroom meeting business
being conducted by the Companies and Parent and its Affiliates throughout
the world and all other weight control services and activities and related
businesses (including, without limitation, all licensing rights with
respect to the Weight Watchers trademark other than as specified in clause
(ii) below) being conducted by the Companies throughout the world,
together with the 35% equity interest held by

WWI in Weight Watchers do Brasil Programas Alimentares Ltda. and the 35%
equity interest held by WWI in Vigilantes do Peso Marketing Ltda., but
shall exclude (i) the business being conducted as of the date hereof by
Cardio-Fitness Corp. and Fitness Institute Limited, which are subsidiaries
of Parent but are not subsidiaries of WWI, and (ii) the food business
described on Schedule 1.1.

"Closing" and "Closing Date" shall have the respective meanings
specified in Section 2.6.

"Closing Deferred Revenue Balance" shall mean the Deferred Revenue
Balance (as defined in the Financial Statements) as of the Closing Date.

"Closing Deferred Revenue Maximum Amount" shall mean $6,414,000.

"Code" means the Internal Revenue Code of 1986, as amended and as in
effect from time to time, and any law which shall have been a predecessor
or shall be a successor thereto.

"Commitment Letters" shall have the meaning specified in Section
4.7.

"Companies" shall mean WWI, its Subsidiaries, Fortuity Australia and
prior to the completion of the Reorganization, Fortuity NZ.

"Contract" shall mean any contract, agreement, commitment, license,
sublicense, or other binding arrangement (including purchase orders),
whether oral or written, but excluding real property leases, Plans and
Permits.

"CSFB" shall have the meaning specified in Section 4.7.

"Debt Financing Amount" shall mean $472,000,000 (less any amount of
Assumed Debt not being repaid at the Closing) plus the amount of financing
fees and financing expenses to be paid by WWI on the Closing Date.

"Employees" shall have the meaning specified in Section 7.1(b).

"Encumbrance" shall mean any encumbrance, lien, mortgage, charge,
claim, option, pledge, license, sublicense, security interest, assignment
by way of security, call, proxy or similar restriction, provided that
neither the Assumed Debt nor the Debt Financing Amount shall be considered
an Encumbrance.

"Environmental Claim" shall mean any written notice, claim, demand,
action, suit, complaint

or proceeding by any Person alleging liability or potential liability
(including, without limitation, liability or potential liability for
investigatory costs, cleanup costs, governmental response costs, natural
resource damages, property damage, personal injury, fines or penalties)
arising out of, relating to, based on or resulting from (x) the presence,
discharge, emission, release or threatened release of any Hazardous
Materials at any location, (y) circumstances forming the basis of any
violation or alleged violation of any Environmental Laws, or (z) otherwise
relating to obligations or liabilities under any Environmental Laws.

"Environmental Laws" shall mean all applicable foreign, federal,
state and local statutes, rules, regulations, ordinances, orders, decrees
and common law relating in any manner to contamination, pollution or
protection of human health or the environment.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

"Expert" shall mean Deloitte & Touche LLP.

"Federal Income Taxes" means all Taxes imposed by the Code and other
provisions of federal tax law based upon or measured by net income.

"Federal Income Tax Returns" means all reports, estimates,
information statements and returns relating to, or required to be filed in
connection with, any Federal Income Taxes.

"Final Closing Deferred Revenue Balance" shall have the meaning set
forth in Section 2.3(b).

"Financial Statements" shall mean the audited Special Purpose
Combined Statements of Assets and Liabilities of the Weight Watchers
Classroom Business (as described therein) as of April 24, 1999, April 25,
1998 and April 26, 1997, and the related Special Purpose Combined
Statements of Operating Income Before Income Taxes and Special Purpose
Combined Statements of Cash Flows from Operations for each of the fiscal
years then ended, together with the report thereon of
PricewaterhouseCoopers LLP, independent certified public accountants.

"Financing" shall have the meaning specified in Section 4.7.

"Financing Condition" shall mean the condition set forth in Section
9.3.

"Foreign Governmental Approval Filings" shall have the meaning
specified in Section 3.4.

"Foreign Income Tax Returns" means all reports, estimates,
information statements and returns relating to, or required to be filed in
connection with, any Foreign Income Taxes.

"Foreign Income Taxes" means all Taxes imposed by any governmental
authority other than a United States (federal, state or local)
governmental authority and that are based upon or measured by net income.

"Foreign Subsidiaries" means any Company formed under the laws of a
jurisdiction outside the United States of America.

"Fortuity Australia" shall mean Fortuity Pty., Ltd., an Australian
corporation which owns and operates the Weight Watchers classroom
franchise and business in Australia.

"Fortuity NZ" shall mean Fortuity New Zealand Limited, a New Zealand
corporation which owns and operates the Weight Watchers classroom
franchise and business in New Zealand.

"FTC" shall mean the Federal Trade Commission.

"GAAP" shall mean generally accepted United States accounting
principles as of the date hereof applied on a consistent basis during the
periods involved.

"Governmental Approval Filings" shall have the meaning specified in
Section 5.5.

"Hazardous Materials" shall mean all hazardous, dangerous or toxic
substances, wastes, materials or chemicals, petroleum (including crude oil
or any fraction thereof) and petroleum products, asbestos and
asbestos-containing materials, pollutants, contaminants and all other
materials regulated pursuant to any Environmental Laws or that could
result in liability under any Environmental Laws.

"Heinz Australia" shall mean X. X. Xxxxx Company Australia Limited,
an Australian corporation and a wholly-owned indirect subsidiary of
Parent.

"HSR Act" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act of 1976, as amended, and the rules and regulations promulgated
thereunder.

"Indebtedness" of any Person shall mean, without duplication, all
obligations of such Person (i) for borrowed money (including reimbursement
obligations); (ii) evidenced by notes, bonds, debentures or similar
instruments; (iii) for long-term (in excess of twelve months) payment
obligations with respect to the deferred purchase price of goods or
services (including the current portion of any long-term obligation); (iv)
secured by assets of the Companies; (v) for capital leases (with terms in
excess of twelve months) classified as indebtedness pursuant to GAAP
(including

the current portion of any long-term capital lease obligation); (vi)
pursuant to letters of credit; (vii) for Indebtedness of another Person
guaranteed by such Person including, in any such case, for the avoidance
of doubt, Indebtedness between Companies and (viii) for interest with
respect to any of the foregoing.

"Indemnitee" and "Indemnitor" shall have the respective meanings
specified in Section 11.4(a).

"Intellectual Property" shall have the meaning specified in Section
3.15(a).

"Intellectual Property Reorganization" shall have the meaning
described in Section 2.0.

"IRS" shall mean the United States Internal Revenue Service.

"Knowledge," "best of Knowledge" or words of similar import shall
mean with respect to Parent the actual knowledge of the following persons:
Xxxxxxx X. Xxxxxxxx, Executive Vice President of Parent and the senior
executive of Parent in charge of WWI, Xxxxxxxx X. Ring, Vice President (
Business Development for Parent, Xxxxxx X. XxXxxxxxx, Vice President (
Corporate Controller for Parent, Xxxx X. Xxxxxx, Director - Portfolio
Development for Parent, Xxxx X. Xxxxx, Executive Vice President and Chief
Financial Officer of Parent, Xxxxxxxx X. XxXxxx, Senior Vice President,
General Counsel and Secretary of Parent, Xxxxxxx X. Xxxxxxxx, Senior Vice
President of Parent, D. E. I. Xxxxx, Senior Vice President of Parent and
Xxxxxxx X. Xxxx, Managing Director of Fortuity Australia and Fortuity NZ
(as to Australian and New Zealand operations) after due inquiry of all of
the members of the Management Board of WWI with respect to the matters
related thereto in the context of the transactions contemplated by this
Agreement. The Management Board of WWI consists of Xxxx X. Xxxx, Xxxxxx
Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx X. Brothers, Xxxxxx XxXxxx,
Xxxxxx X. Xxxxxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxxx and
Xxxxxxx Xxxx. If any person set forth in the prior two sentences shall
cease to serve in the position set forth next to such person's name, such
person's successor shall also be deemed to be included as a person for
purposes of this definition.

"Leased Real Property" shall mean the land, buildings and
improvements covered by the Real Property Leases.

"Losses" shall have the meaning specified in Section 11.4(a).

"Material Adverse Effect" shall mean any material adverse effect on
the business, financial condition or results of operations of the
Companies (taken as a whole) or the Business (taken as a whole) except for
any such adverse effect resulting from (i) changes that affect the weight
control industry generally or (ii) changes in general economic conditions.

"Material Contracts" shall have the meaning specified in Section
3.9(a).

"New Zealand Reorganization" shall have the meaning described in
Exhibit C.

"Notice of Claim" shall have the meaning specified in Section
11.4(b).

"Other Company Intellectual Property Assets" shall have the meaning
specified in Section 3.15(a).

"Other Taxes" means any Taxes, other than Federal Income Taxes,
State and Local Income Taxes and Foreign Income Taxes.

"Other Tax Returns" means all reports, estimates, information
statements and returns relating to, or required to be filed in connection
with, any Other Taxes.

"Parent Loss" shall have the meaning specified in Section 11.3.

"Permit" shall mean any certificate of occupancy, license,
certificate, exemption, permit, order or approval of any governmental
authority.

"Permitted Encumbrances" shall have the meaning specified in Section
3.8(b).

"Person" shall mean an individual, a corporation, a limited
liability company, a partnership, an association, a trust or other entity
or organization.

"Plans" shall have the meaning specified in Section 3.10(a).

"Preferred Stock" means the $25,000,000 liquidation value of the
Series A Preferred Stock of WWI having substantially the terms set forth
in Exhibit D hereto.

"Preliminary Closing Deferred Revenue Balance" shall have the
meaning set forth in Section 2.3(a)(i).

"Price Per Share" shall mean the amount calculated by dividing the
sum of the Redemption Amount plus $238,000,000 by 1,000 shares (or such
greater number of shares of WWI Common Stock as such shares shall have
been converted into as a result of any recapitalization of WWI referred to
in Section 5.16 of this Agreement).

"Purchased Shares" shall mean the number of shares of WWI Common
Stock purchased by Purchaser from Parent and is calculated by dividing
$223,720,000 by the Price Per Share.

"Purchaser Loss" shall have the meaning specified in Section 11.2.

"Purchaser Material Adverse Effect" shall mean any material adverse
effect on the business, financial condition or results of operations of
Purchaser and its Affiliates, taken as a whole.

"Purchaser's Knowledge" or words of similar import shall mean with
respect to Purchaser the actual knowledge of Xxxxxxx Xxxxxxx, Xxxxx
Xxxxxxxx, Xxxxxxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxxxxx.

"Real Property Leases" shall have the meaning specified in Section
3.8(b).

"Redemption Amount" shall mean $472,000,000 less the Assumed Debt
plus the Preferred Stock.

"Redemption Shares" shall mean the number of shares of WWI Common
Stock redeemed by WWI from Parent and is calculated by dividing the
Redemption Amount by the Price Per Share.

"Representatives" shall mean Parent's or any of the Companies'
officers, directors or employees or any investment banker, attorney,
accountant or other representative or agent retained by Parent or any of
the Companies.

"Reorganization" shall mean the Intellectual Property
Reorganization, the Australian Reorganization, and the New Zealand
Reorganization.

"Schedules" are the schedules furnished by Parent and WWI to
Purchaser in the form attached to this Agreement.

"Scotiabank" shall have the meaning specified in Section 4.7.

"State and Local Income Taxes" means all Taxes, however denominated,
based upon or measured by net income imposed by any State of the United
States or by any political subdivision thereof.

"State and Local Income Taxes Tax Returns" means all reports,
estimates, information statements and returns relating to, or required to
be filed in connection with, any State and Local Income Taxes.

"Stock Purchase Amount" shall mean $223,720,000.

"Subsidiary" or "Subsidiaries" shall mean all Persons in which WWI
directly or indirectly owns or has the right to acquire 50% or more of the
aggregate voting power.

"Tax" or "Taxes" means all taxes, however denominated, including any
interest or penalties that may become payable in respect thereof, imposed
by any federal, state, local or foreign government or any agency or
political subdivision of any such government, which taxes shall include,
without limiting the generality of the foregoing, all income (including,
but not limited to, Federal Income Taxes and State Income Taxes), payroll
and employee withholding, unemployment insurance, social security, sales
and use, excise, profits, value added, ad valorem, occupancy, disability,
franchise, gross receipts, occupation, real and personal property, stamp,
transfer, license, net worth, workers' compensation, and other taxes of
the same or of a similar nature, whether arising before, on or after the
Closing Date.

"Tax Returns" means all reports, estimates, information statements
and returns relating to, or required to be filed in connection with, any
Taxes pursuant to the statutes, rules and regulations of any federal,
state, local or foreign government taxing authority.

"Third Party Claims" shall have the meaning specified in Section
11.4(c).

"U.S. Subsidiaries" means any Subsidiary formed under the laws of
the United States of America or under the laws of any state in the United
States of America or the District of Columbia.

ARTICLE II

REORGANIZATIONS; RECAPITALIZATION; SALE AND
PURCHASE OF WWI COMMON STOCK

SECTION 2.0 Reorganizations. Prior to the Closing, Parent shall effect the
Australian Reorganization and the New Zealand Reorganization substantially as
described in Exhibits B and C (and otherwise in form and substance reasonably
satisfactory to Purchaser) so that (i) 100% of the shares of Fortuity Australia
will be owned, indirectly, by WWI, and (ii) substantially all of the assets and
liabilities of Fortuity NZ's Weight Watchers classroom franchise and business
shall be owned by an indirect wholly-owned subsidiary of WWI. The parties agree
to reasonably cooperate to create and execute such documents in order to effect
the foregoing transactions.

Following the execution of this Agreement and at or prior to the Closing,
Parent and WWI, as appropriate, shall take such actions and undertake such
transactions substantially as described in Exhibit A (and otherwise in form and
substance reasonably satisfactory to Purchaser) to reorganize the ownership of
certain trademark assets of WWI in accordance with the terms and conditions of
this Agreement (the "Intellectual Property Reorganization"). The parties agree
to reasonably cooperate to create and execute such documents in order to effect
the foregoing transactions.

SECTION 2.1 The Recapitalization. Upon the terms and subject to the
conditions of this Agreement, at the Closing:

(a) Parent shall cause WWI to borrow and Purchaser shall cause certain
providers of financing to lend to WWI the Debt Financing Amount; and thereafter

(b) WWI shall take the actions contemplated by Section 6.7; and thereafter

(c) WWI shall redeem and Parent shall surrender for cancellation the
Redemption Shares held by Parent and any and all rights of Parent or its
Affiliates to acquire shares of WWI Common Stock for the Redemption Amount; and
thereafter

(d) Purchaser shall purchase from Parent and Parent shall sell to
Purchaser the Purchased Shares (representing 94% of the fully diluted number of
shares of WWI Common Stock after giving effect to the transaction set forth in
Section 2.1 (c)), for an amount in aggregate equal to the Stock Purchase Amount.

SECTION 2.2 Performance of Obligations of WWI. Parent shall cause WWI to
discharge all of its obligations under this Agreement to be performed at or
prior to the Closing, including without limitation, those under Sections 2.0 and
2.1.

SECTION 2.3 Closing Deferred Revenue Adjustment.

(a) Promptly, and in any event within 60 days following the Closing
Date, Purchaser shall prepare and deliver to Parent a statement of the actual
Closing Deferred Revenue Balance of the Companies on a combined basis (the
"Preliminary Closing Deferred Revenue Balance") as of the Closing Date, together
with the workpapers of Purchaser used in the preparation thereof. The
Preliminary Closing Deferred Revenue Balance shall be prepared on a basis
consistent with the information included in the Financial Statements and by
applying the same accounting principles, policies and practices utilized in
preparing the Financial Statements.

(b) If Parent disagrees in good faith with the amount of the
Preliminary Closing Deferred Revenue Balance delivered pursuant to Section
2.3(a) hereof, Parent may, within 30 days after its receipt thereof, deliver a
written notice of disagreement to Purchaser. Any such notice of disagreement
shall specify the basis for such objection including identifying any alleged
miscalculation, or alleged uncounted or improperly included items, and Parent
shall be deemed to have agreed with all other items and amounts contained in the
Preliminary Closing Deferred Revenue Balance. If a notice of disagreement shall
be timely delivered pursuant to this paragraph (b) hereof, the parties shall,
during the 20 days following such delivery, use their reasonable best efforts to
reach agreement on the disputed items. In the absence of such agreement, the
determination of such Preliminary Closing Deferred Revenue Balance may be
referred by either Parent or Purchaser for determination to the Expert and the
Expert shall be instructed to notify both Parent and Purchaser of its
determination within 14 days of such referral. In connection therewith, the
Expert shall consider only those items or amounts in the Preliminary Closing
Deferred Revenue Balance as to which Parent has disagreed and those items raised
for review by Purchaser in response to the items disputed by Parent. In making
its determination, the Expert shall act as expert and not arbitrator and its
determination shall, in the absence of manifest error, be deemed to have been
accepted and approved by Parent and Purchaser and shall be deemed to constitute
the Final Closing Deferred Revenue Balance for all purposes of this Agreement.
The Expert shall deliver to Parent and Purchaser a report setting forth its
adjustments, if any, to the Preliminary Closing Deferred Revenue Balance and the
calculations supporting such adjustments. The fees and costs of the Expert shall
be borne equally by Parent and Purchaser. As used herein, "Final Closing
Deferred Revenue Balance" shall mean (x) if no notice of disagreement is
delivered by Parent within the period provided in this Section 2.3(b), the
Preliminary Closing Deferred Revenue Balance as shown in Purchaser's calculation
delivered pursuant to Section 2.3(a), or (y) if such notice of disagreement is
delivered by Parent, either (i) as agreed in writing by Purchaser and Parent or
(ii) as shown in the Expert's calculation delivered pursuant to this Section
2.3(b).

(c) If the amount of the Final Closing Deferred Revenue Balance is
greater than the Closing Deferred Revenue Maximum Amount, then the Parent shall
pay to the Purchaser, as an adjustment to the Purchase Price, an amount equal to
the difference between the Final Closing Deferred Revenue Balance and the
Closing Deferred Revenue Maximum Amount in the manner and with interest as
provided in

Section 2.3(d). If the amount of the Final Closing Deferred Revenue Balance is
less than or equal to the Closing Deferred Revenue Maximum Amount, no payment
shall be required by Purchaser and no adjustment shall be made to the Purchase
Price.

(d) Payments made pursuant to Section 2.3(c) shall be made by wire
transfer (to an account designated by Purchaser) of immediately available funds
on the fifth business day following the date the Final Closing Deferred Revenue
Balance is determined as provided in Section 2.3(b) above. The amount of any
such payments shall bear interest for the period from and including the Closing
Date to, but excluding the payment date, at an interest rate of 6%. Such
interest will be payable at the same time as the payment to which it relates and
shall be calculated and compounded daily on the basis of a year of 360 days and
the actual number of days for which interest is due.

(e) For purposes of determining and agreeing on any Final Closing
Deferred Revenue Balance, Purchaser shall cause each Company to give Parent, its
accountants, its other representatives and the Expert reasonable access at
reasonable times to all relevant personnel, books and records of the Companies.

SECTION 2.4. Outstanding Indebtedness. Immediately before the Closing,
Parent will (i) repay any and all outstanding Indebtedness owed by WWI and the
Companies (other than the Assumed Debt and Indebtedness covered by clause (iii)
below), in a manner which will not, without the prior written consent of
Purchaser (which consent shall not be unreasonably withheld), result in any
increase in the Taxes or any other liability of any Company, including, without
limitation, the Indebtedness set forth on Schedule 2.4, and will provide
evidence of such repayment to Purchaser, (ii) cause all Indebtedness owed to any
of the Companies by Parent or any Affiliate of Parent (other than the Companies)
to be paid in full or otherwise canceled in a manner which will not, without the
prior written consent of Purchaser (which consent shall not be unreasonably
withheld), result in any increase in the Taxes or any other liability of any
Company, and (iii) cause all Indebtedness owed to Parent and any Affiliate of
Parent (other than the Companies) by the Companies to be paid in full or
otherwise canceled in a manner which will not, without the prior written consent
of Purchaser (which consent shall not be unreasonably withheld), result in any
increase in the Taxes or any other liability of any Company.

SECTION 2.5. [This Section intentionally left blank]

SECTION 2.6. Closing.

(a) The Recapitalization and sale and purchase of the Purchased
Shares contemplated hereby (the "Closing") shall take place at the offices of
Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on
the third business day following the satisfaction or waiver of all conditions
set forth in Articles IX and X hereof, or at such other place or time as the
parties may agree. The Closing will not be deemed to have occurred unless and
until all of the steps described in this Article II have occurred, and the
parties agree to reverse those steps which have occurred in the event that all
such steps do not occur. The day on which the Closing actually takes place is
referred to herein as the "Closing Date." The Closing shall be deemed to have
occurred as of 11:59 P.M. New York time on the Closing Date; provided that any
cash receipts or other revenues received by the Companies on the Closing Date
shall be deemed to have been received after the Closing and shall be for the
benefit of the Purchaser.

(b) At the Closing, Parent shall deliver to WWI the certificates
representing the Redemption Shares duly endorsed for transfer by Parent or
accompanied by duly executed stock powers in blank or share transfer forms, as
applicable. At the Closing, WWI shall: (i) pay to Parent the cash portion of the
Redemption Amount by wire transfer of immediately available U.S. funds to an
account designated in writing by Parent to WWI and Purchaser not less than two
business days prior to the Closing Date; (ii) repay all or a portion of the
Assumed Debt in an amount determined by Purchaser; (iii) deliver to Parent the
releases referred to in Section 6.7 with respect to the unpaid amount, if any,
of Assumed Debt; and (iv) deliver to Parent the Preferred Stock. At the Closing,
Parent, Purchaser, and WWI will enter into the Preferred Stock Stockholders'
Agreement the terms of which are contemplated by Exhibit D. Upon receipt of the
Redemption Shares, WWI shall immediately cancel the certificates representing
the Redemption Shares.

(i) the certificates representing the Purchased Shares duly
endorsed for transfer by Parent, or accompanied by duly
executed stock powers in blank or share transfer forms, as
applicable; and

(ii) executed copies of the agreements and licenses in
substantially the form attached hereto as Exhibits D through
K.

(d) At the Closing, Purchaser shall pay the Stock Purchase Amount to
Parent by wire transfer of immediately available U.S. funds to an account
designated in writing by Parent to Purchaser not less than two business days
prior to the Closing Date. At the Closing, Purchaser and WWI, as applicable,

shall deliver to Parent executed copies of the agreements and licenses in
substantially the form attached hereto as Exhibits D through K.

(e) At the Closing, each of the parties hereto will deliver a copy
of all of their corporate resolutions authorizing the execution, delivery and
performance of this Agreement, and the consummation of the transactions
contemplated hereby, accompanied by the certification of the Secretary or
Assistant Secretary of such Person to the effect that such resolutions are in
full force and effect and have not been amended, modified or rescinded.

(f) At the Closing, Parent shall deliver to WWI the minute books,
corporate seals and stock transfer records or other corporate records of each of
the Companies which are in its or its Affiliates' (other than the Companies')
possession.

(g) On or prior to the Closing, Parent will deliver resignations of
the directors and officers of the Companies who are employees or directors of
the Parent or of any Affiliate of the Parent (as determined after the Closing).

(h) At the Closing, Parent, WWI and Purchaser shall deliver (unless
previously delivered) such other documents and certificates, duly executed, as
may be required to be delivered by Parent, WWI and Purchaser pursuant to the
terms of this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to Purchaser as follows:

SECTION 3.1. Incorporation; Qualification. Parent and WWI are corporations
duly organized, validly existing and in good standing under the laws of the
Commonwealth of Pennsylvania and the Commonwealth of Virginia, respectively.
Heinz Australia and Fortuity Australia are corporations duly organized, validly
existing and in good standing under the laws of Australia. Fortuity NZ is a
company duly incorporated, validly existing and in good standing under the laws
of New Zealand. Each of Parent, Heinz Australia, WWI, Fortuity Australia and
Fortuity NZ has the corporate power and authority to carry on its business as
presently conducted by it and to own, operate and lease the assets and
properties that it owns, operates or leases. Each of Parent, Heinz Australia,
WWI, Fortuity Australia and Fortuity NZ is duly qualified to do business and is
in good standing in each jurisdiction in which its conduct of the business or
its ownership or operation of its assets requires such qualification, except
where the failure to be so qualified or in good standing, individually or in the
aggregate, would not be likely to have a Material Adverse Effect. Schedule 3.1
contains true and complete copies of the certificate of incorporation and
by-laws of Parent, Heinz Australia, WWI, Fortuity Australia and Fortuity NZ.

SECTION 3.2. Authority. Parent, WWI, Heinz Australia (and any successor
owner of Fortuity Australia) and Fortuity NZ have all requisite power and
authority to execute, deliver and perform their respective obligations under
this Agreement, the Australian Share Sale Agreement (as referred to in Exhibit B
hereto) and the NZ Asset Purchase Agreement (as referred to in Exhibit C
hereto), as applicable, and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement and the consummation
of the applicable transactions contemplated hereby have been duly authorized by
the Board of Directors of Parent and WWI and no other corporate act or
proceeding on the part of Parent or WWI is necessary to approve the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby. The consummation of the applicable transactions
contemplated by this Agreement have been duly authorized by the shareholders and
Board of Directors of Heinz Australia and Fortuity NZ, and no other corporate
act or proceeding on the part of Heinz Australia or Fortuity NZ is necessary to
approve the consummation of the transactions contemplated hereby.

SECTION 3.3. Execution and Binding Effect. This Agreement has been duly
and validly executed and delivered by each of Parent and WWI, constitutes its
legal, valid and binding obligation and will be enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, moratorium, insolvency, reorganization, liquidation or other laws
relating to or affecting creditors' rights or by equitable principles.

SECTION 3.4. No Conflict. Except as set forth in Schedule 3.4, neither the
execution and delivery of this Agreement by Parent or WWI, nor the consummation
or performance by Parent or WWI of the transactions contemplated hereby, will:

(a) conflict with or violate any provisions of Parent's or WWI's
Articles of Incorporation or By-Laws or any provision of the organizational
documents of the Companies;

(b) result in the creation of an Encumbrance over the WWI Common
Stock or any assets of the Companies, require any consent, approval or notice
under or conflict with, result in a suspension, termination, violation or breach
of, give rise to any right of termination, purchase, amendment or any other
right under, increase the liability of any party under, or constitute (with or
without notice or lapse of time or both) a default under, or accelerate or
permit the acceleration (with or without notice or lapse of time or both) of any
obligation required by, any Contract, Real Property Lease, Plan or Permit to
which any of the Parent or the Companies is a party or by which any of the
Parent or the Companies or any of their assets are bound or subject;

(c) conflict with or violate any law, statute or ordinance or any
rule, regulation, order, writ, injunction, consent or decree of any court or of
any public, governmental or regulatory body, agency or authority having
jurisdiction over Parent or the Companies or by which any of their assets may be
bound

or subject; or

(d) require any filing, declaration or registration with, or permit,
consent or approval of, or the giving of notice to, any public, governmental or
regulatory body, agency or authority;

excluding from the foregoing Sections 3.4(b) through (d):

(i) Such conflicts, violations, terminations, breaches,
defaults, accelerations, filings, declarations,
registrations, permits, consents, approvals and notices,
the occurrence or absence of which, either individually
or in the aggregate, would not be likely to have a
Material Adverse Effect; and

(ii) the filings required under the HSR Act and the similar
legislation in non-U.S. jurisdictions requiring
registration or government approval including, without
limitation, those set forth on Schedule 3.4(d) (as
listed, the "Foreign Governmental Approval Filings") in
connection with the proposed transactions and expiration
of the applicable waiting periods under the HSR Act or
such similar legislation.

SECTION 3.5. Capitalization. The authorized capital stock of WWI consists
solely of 1,000 shares of WWI Common Stock, of which solely 1,000 shares are
issued and outstanding, and constitute the WWI Shares. Schedule 3.5 sets forth
(i) the authorized and issued capital stock of each U.S. Subsidiary (other than
WWI) and the Principal Foreign Subsidiaries and (ii) the registered owner(s) of
all the issued share capital of each such Company. All of the outstanding equity
securities of each of the Companies have been duly authorized and validly issued
and are fully paid and non-assessable and were not issued in violation of any
preemptive rights, and with respect to the Companies organized outside of the
United States, to the extent the foregoing concepts are applicable. Except as
set forth in Schedule 3.5, there are no (i) securities convertible into or
exchangeable for the capital stock of any of the Companies or (ii) contracts,
agreements, commitments or plans relating to the issuance, voting, sale or
transfer of any securities of any of the Companies. Except as set forth in
Schedule 3.5, none of the Companies owns, or has any obligation to acquire, any
securities (other than the securities of the Companies) or any direct or
indirect equity or ownership interest in any other Person.

SECTION 3.6. Stock Ownership; Title to Shares. All of the outstanding
shares of WWI Common Stock are as of the date hereof and will be on the Closing
Date owned beneficially and of record by Parent, free and clear of all
Encumbrances. When each of WWI and Purchaser acquires their respective WWI
Shares pursuant to the provisions of this Agreement, upon payment of the
Redemption Amount and Stock Purchase Amount, as applicable, they will receive
their respective WWI Shares free and clear of any Encumbrances other than
Encumbrances resulting from acts or omissions of or created by Purchaser. Parent
has not granted any option or right, and is not party to any other agreement,
and no such option, right or agreement exists, which requires, or which upon the
passage of time, the payment of

money or the occurrence of any other event, may require Parent to transfer any
of the WWI Shares to anyone other than as contemplated by this Agreement. Except
as set forth in Schedule 3.6, all of the outstanding securities of each of the
Subsidiaries are as of the date hereof, and all of the outstanding securities of
each of the Companies (other than WWI) will be on the Closing Date, owned
beneficially and of record by one or more of the Companies, free and clear of
all Encumbrances.

SECTION 3.7. Financial Statements; Undisclosed Liabilities.

(a) Schedule 3.7(a) sets forth a true and correct copy of the Financial
Statements. The Financial Statements (i) have been prepared in accordance with
the basis of accounting described in Notes 1 and 2 thereto and the books,
records, and accounts of the Weight Watchers Classroom Business (as described in
the Financial Statements) and (ii) present fairly in all material respects, the
assets, liabilities and operating income before taxes and cash flows from
operations of the Weight Watchers Classroom Business (as described in the
Financial Statements) at the times and for the periods covered thereby, as the
case may be, in accordance with the basis described in Notes 1 and 2 to the
Financial Statements. Schedule 3.7(a) includes in the case of the Statements of
Operating Income Before Income Taxes, a description of all adjustments, and in
the case of the Statements of Assets and Liabilities, a description of all
categories of adjustments, in each case other than immaterial adjustments,
necessary to conform the Financial Statements to financial statements prepared
in accordance with GAAP.

(b) The Companies have no liabilities (whether accrued, absolute,
contingent or otherwise and whether known or unknown) that would have been
required to be reflected in or reserved against on a balance sheet (or the notes
thereto) for the Companies taken as a whole prepared in accordance with GAAP,
other than (i) liabilities reflected or reserved against (to the extent of the
reserves therefor) in the 1999 Combined Statements of Assets and Liabilities
(including the notes thereto), (ii) obligations incurred or arising in the
ordinary course of business consistent in all material respects with past
practice since April 24, 1999 which, individually or in the aggregate, would not
be likely to have a Material Adverse Effect, (iii) the liabilities set forth in
Schedule 3.7(b), (iv) the Excluded Liabilities, and (v) other liabilities which,
individually or in the aggregate, would not be likely to have a Material Adverse
Effect.

SECTION 3.8. Title to Assets; Leased Real Property.

(a) The tangible assets of the Companies constitute all of the
tangible assets necessary to carry on the Business as currently conducted,
except where the failure to own or have the right to use such tangible assets,
individually or in the aggregate, would not be likely to have a Material Adverse
Effect. Except for such tangible assets which, individually or in the aggregate,
are not material to the Business, each of the Companies has good and valid title
to all of the tangible assets purported to be owned by it including, without
limitation, those (i) reflected as owned by such Company in the 1999 Combined

Statement of Assets and Liabilities (except for such assets sold, leased or
otherwise disposed of since April 24, 1999 in the ordinary course of business
consistent with past practice), and (ii) purchased or otherwise acquired by the
Companies since April 24, 1999 (except for such properties and assets sold,
leased or otherwise disposed of after the acquisition thereof in the ordinary
course of business consistent in all material respects with past practice), in
the case of each of (i) and (ii) above, free and clear of any Encumbrances,
except for any liens securing taxes, assessments, governmental charges or levies
which are not yet due and payable or are being contested in good faith.

(b) None of the Companies owns any real property. Schedule 3.8(b)
lists all leases of real property under which any of the Companies is the lessee
requiring the payment of $250,000 or more per year as base rent (the "Major Real
Property Leases"). Parent has delivered to Purchaser true and complete copies of
each Major Real Property Lease and all material amendments and supplements
thereto. Except for the matters which, individually or in the aggregate, would
not be likely to have a Material Adverse Effect, each lease of real property
under which any of the Companies is the lessee requiring the payment of less
than $250,000 per year as base rent (the "Minor Real Property Leases") and, to
Parent's Knowledge and without qualification as to Material Adverse Effect, each
Major Real Property Lease (the Major Real Property Leases and the Minor Real
Property Leases are collectively referred to herein as the "Real Property
Leases") is a valid and binding agreement enforceable in accordance with its
terms (except as may be limited by applicable bankruptcy, insolvency,
moratorium, reorganization, liquidation or other laws relating to or affecting
creditor's rights or by equitable principles) and is in full force and effect
and the applicable Company holds a valid leasehold or subleasehold interest
subject to only (i) any and all underlying mortgages, deeds of trust, leases,
grants of term or other estates in or interests affecting the landlord's or fee
owner's interest in the applicable portion of such property which are superior
to the interests of such Company as lessee, (ii) any Encumbrances of title to
the Leased Real Property other than those granted by, authorized by or
attributable to acts or omissions of any Company, (iii) all applicable building
and zoning ordinances, and (iv) liens securing taxes, assessments, governmental
charges or levies, or the claims of contractors, materialmen, carriers,
landlords, warehousemen, workmen, repairmen, customers, employees and similar
persons which are not yet due and payable or are being contested in good faith
(the Encumbrances referred to in (i) through (iv) are collectively referred to
herein as "Permitted Encumbrances").

(c) Except as indicated in Schedule 3.8(c) and except for matters
that, individually or in the aggregate, would not be likely to have a Material
Adverse Effect, (i) no default of the Companies or, to Parent's Knowledge, of
any other party, exists under any Real Property Lease and there does not exist
any event that, with notice or lapse of time or both, would constitute an event
of default on the part of the Companies or, to Parent's Knowledge, any other
party thereto, or result in a right to modify, accelerate or terminate or loss
of rights under any Real Property Lease, (ii) the applicable Company has not
assigned, transferred, licensed, subleased or otherwise encumbered any of its
interest in any Real Property Lease, (iii) no notices have been received from
any governmental authority (A) requiring the applicable Company to correct any
condition with respect to the Leased Real Property by reason of a violation of
any laws, codes, ordinances, rules, regulations or orders of governmental
authorities that have not been corrected,

or (B) regarding a condemnation action with respect to the Leased Real Property,
(iv) the change in ownership pursuant to this Agreement will not result in the
termination of, or result in a right of termination under, any such Real
Property Lease, require the consent of any party thereto or bring into operation
any other provisions thereof, and (v) all real property being used by any of the
Companies is being used in compliance in all respects with all zoning and other
laws and regulations, deed restrictions, covenants and lease provisions
applicable to it.

(d) SUBJECT TO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
ARTICLE III AND THE PROVISIONS OF ARTICLE XI, PARENT EXPRESSLY DISCLAIMS ALL
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
SELLS OR ASSIGNS ALL ITEMS OF PERSONAL PROPERTY, TANGIBLE ASSETS AND PHYSICAL
ASSETS INCLUDING, BUT NOT LIMITED TO, MACHINERY AND EQUIPMENT, STRUCTURES,
FIXTURES, IMPROVEMENTS AND OPERATING SYSTEMS IN THE CONDITION "AS IS" AND
PURCHASER WAIVES ANY RIGHT TO MAKE ANY CLAIMS WITH RESPECT THERETO.

SECTION 3.9. Contracts.

(a) Schedule 3.9(a) discloses a complete list of the following
Contracts of any of the Companies, whether written and, to the Knowledge of
Parent, oral: (i) Contracts to which any Company is a party or by which it is
bound and which involve the payment or receipt of in excess of $500,000 during
the remaining term thereof, but excluding purchase or supply orders arising in
the ordinary course of business consistent with past practice; (ii) collective
bargaining agreements (other than with respect to workers' councils), (iii)
agreements containing covenants limiting the freedom of any of the Companies to
compete with any Person in any line of business or in any area or territory or
confidentiality agreements (other than in the ordinary course of business
consistent with past practice), (iv) license, sublicense, royalty or other
similar agreements relating to a material use of Intellectual Property, (v)
indentures, mortgages, notes and guarantees or other debt instruments evidencing
indebtedness of the Companies for borrowed money, in each case exceeding
$50,000, (vi) agreements or series of related agreements between any of the
Companies, on the one hand, and Parent, any Affiliate of the Companies (other
than any Company) or any Affiliate of Parent (other than any Company), on the
other hand, in each case exceeding $50,000, (vii) agreements under which any of
the Companies have advanced or loaned any amount to any of its directors or
officers (other than advances in the ordinary course of business consistent with
past practice), (viii) joint venture, partnership (other than in the ordinary
course of business consistent with past practice), shareholder, voting trust or
similar contracts and agreements relating to the Business, (ix) any material
contract with any governmental entity, (x) all third party franchise agreements
and (xi) any other Contract or related series of Contracts, which is material to
the Companies (taken as a whole) (collectively, the "Material Contracts").
Except as otherwise indicated in Schedule 3.9(a), true and complete copies of
each

written Material Contract and true and complete written summaries of each such
oral Material Contract (together with any and all material modifications,
amendments or supplements thereto) have been delivered to Purchaser prior to
execution of this Agreement.

(b) Except as set forth in Schedule 3.9(b) and except for such
matters that would not be likely, individually or in the aggregate, to have a
Material Adverse Effect, (i) all Material Contracts are valid, binding and
enforceable (except as may be limited by applicable bankruptcy, moratorium,
insolvency, reorganization, liquidation or other laws relating to or affecting
creditor's rights or by equitable principles) and in full force and effect and
(ii) no breach or default of the Companies or, to Parent's Knowledge, of any
other party, exists under any Material Contract and (iii) there does not exist
any event that, with notice or lapse of time or both, would constitute an event
of default on the part of the Companies or, to Parent's Knowledge, any other
party thereto, or result in a right to accelerate, or loss of rights under any
Material Contract. None of the Companies or Parent has delivered or received
written notice of termination of any Material Contract.

SECTION 3.10. Employee Benefit Plans.

(a) Schedule 3.10 hereto contains a complete list of each plan,
contract, program and arrangement, including, but not limited to, pension,
bonus, deferred compensation, incentive compensation, stock purchase,
supplemental retirement, redundancy or severance payments, employment contract,
stock option, hospitalization, medical, life insurance, dental, disability,
salary continuation, vacation, supplemental unemployment benefits,
profit-sharing, retirement and each other employee benefit plan, program, policy
or arrangement, maintained or contributed to by WWI, Fortuity Australia or each
material Subsidiary for the benefit of their respective employees, but excluding
any government-sponsored non-U.S. employee benefit programs to which such
entities are required to contribute (collectively, "Plans"). Parent has
delivered to Purchaser true and complete copies of each of the Plans.

(b) (i) Each Plan has been established and administered in
accordance with its terms, and in compliance, in all material respects, with
applicable law. (ii) All Plans for the benefit of Affected Employees which are
"employee pension benefit plans" within the meaning of Section 3(2) of ERISA are
intended to be qualified under Section 401(a) of the Code and have received
determination letters from the IRS stating that such Plans are qualified under
the Code as amended by the Tax Reform Act of 1986, and each trust created under
any such Plan is exempt from tax under Section 501(a) of the Code. Each such
Plan has been amended to be in compliance with current law and intends to submit
such Plans to the IRS for a determination of their qualified status as amended
within the remedial amendment period applicable to such Plans, and further
intends to make any changes required by the IRS necessary to maintain the
qualified status of such Plans. (iii) No event has occurred and no condition
exists that would subject the Companies, either directly or by reason of their
affiliation with any member of the "controlled group" (defined as any
organization which is a member of a controlled group of organizations within the
meaning of Sections 414(b), (c), (m) or (o) of the Code) to any tax, fine, lien,
penalty or other liability imposed by ERISA, the Code or other applicable laws.

(d) Except as set forth on Schedule 3.10(d), no Plan exists that
could result in a payment to any present or former Affected Employee (as defined
in Section 7.1(a)) as a result of the transactions contemplated by this
Agreement, whether or not such payment would constitute a parachute payment
within the meaning of Section 280G of the Code.

(e) With respect to any Plan being assumed by WWI, (i) no actions,
suits or claims (other than routine claims for benefits in the ordinary course)
are pending or, to Parent's Knowledge, threatened and (ii) to Parent's
Knowledge, no facts or circumstances exist that could give rise to any such
actions, suits or claims.

SECTION 3.11. Absence of Certain Changes. Except as set forth in Schedule
3.11 and other than the transactions contemplated herein, since April 24, 1999,
the Business has been conducted in all material respects in the ordinary course
consistent with past practice (including, without limitation, with respect to
the management of inventory, collection of accounts receivable and timing of
receipts, payment of accounts payable and other disbursements of cash) and the
Companies (taken as a whole) and the Business (taken as a whole) have not
suffered a Material Adverse Effect, and there has not been any change,
occurrence, or development which, individually or in the aggregate, would be
likely to have a Material Adverse Effect. Without limiting the generality of the
foregoing, since April 24, 1999, except as otherwise disclosed in Schedule 3.11
and other than the transactions contemplated herein, neither WWI nor any Company
has:

(a) permitted or allowed any assets that are material to the
Business to be abandoned, invalidated, mortgaged, pledged or subjected to any
Encumbrance, other than Permitted Encumbrances;

(b) purchased, acquired, sold, transferred, leased or otherwise
disposed of, any of its property or assets other than in the ordinary course of
business consistent in all material respects with past practice;

(c) other than in the ordinary course of business consistent in all
material respects with past practice, and other than any agreements with any
senior manager of the Companies relating to compensation or benefits for which
Parent is retaining liability, (i) entered into any employment, consulting or
severance agreements with any member of senior management of the Business, or
any director of any U.S. Subsidiary or any Foreign Subsidiaries listed on
Schedule 3.11(c) (the "Principal Foreign

Subsidiaries"), or materially changed the terms thereof; (ii) increased benefits
payable under existing severance or termination pay policies or employment
agreements with respect to any member of senior management of the Business or
any director of any U.S. Subsidiary or any Principal Foreign Subsidiary, or
(iii) made any increase in, or commitment or plan to increase, the wages,
salaries, compensation, pension or other benefits or payments to any directors,
officers or employees of the Companies (except for increases in the ordinary
course of business consistent in all material respects with past practice or as
required under Plans);

(d) adopted, entered into or agreed to enter into, or amended or
agreed to amend or canceled or agreed to cancel any Plan which individually or
in the aggregate are material to the Business, other than in the ordinary course
of business;

(e) made any change in any financial reporting or accounting policy
or accounting practice, other than such changes required by law or GAAP;

(f) made or repaid any loan or payment to, or entered into any other
transaction with, any of its directors or officers or Parent, other than in the
ordinary course of business consistent in all material respects with past
practice;

(g) settled or agreed to settle any legal action or arbitration,
which settlements, individually or in the aggregate, would be likely to have a
Material Adverse Effect;

(h) declared, set aside or paid any dividend or other distribution
in respect of any capital stock or repaid any intercompany debt other than in
the ordinary course of business consistent in all material respects with past
practice, or other than pursuant to the transactions contemplated herein;

(i) waived or released any claims or rights (other than claims or
rights in the nature of Indebtedness) which waivers or releases would,
individually or in the aggregate, be likely to have a Material Adverse Effect;

(j) merged or consolidated with, or acquired securities or any
equity interest in, any Person;

(k) made any material loan or advance to any Person, other than a
loan or advance between one or more Companies or loans and advances to employees
in the ordinary course of business consistent with past practice;

(l) written down the value of any inventory or any other asset of
the Business or sold any amount of its inventory except in the ordinary course
of business consistent in all material respects with past practice;

(m) issued and sold any new debt securities or, other than in the
ordinary course of business consistent in all material respects with past
practice, entered into any new credit facility;

(n) entered into any other transaction or agreement which requires
any of the Companies to make aggregate payments in excess of $500,000 other than
in the ordinary course of business consistent in all material respects with past
practice;

(o) executed, annulled, terminated or materially modified any
Material Contract;

(p) failed to pay any creditor any amount (other than any immaterial
amount) owed to such creditor when due (after the expiration of any applicable
grace periods), other than in the ordinary course of business consistent with
past practice;

(q) sold, transferred, distributed, leased or otherwise disposed of
to Parent or its Affiliates (other than the Companies) any Intellectual Property
or any other assets that are material to the Business other than cash or cash
equivalents; or

(r) agreed or committed to, whether in writing or otherwise, to take
any of the actions set forth in this Section 3.11.

SECTION 3.12. Litigation. Except as set forth in Schedule 3.12, there is
no claim, cause of action, allegation, action, suit, proceeding, litigation,
arbitration, or investigation ("Action") pending or, to Parent's Knowledge,
threatened (i) by or against Parent or any of the Companies which would be
likely to prevent, materially interfere with or materially delay the
consummation of the transactions contemplated hereby, or individually or in the
aggregate, would be likely to have a Material Adverse Effect or (ii) with
respect to the transactions contemplated hereby, at law or in equity, or before
or by any federal, state, municipal, foreign or other governmental department,
commission, board, agency, instrumentality or authority which, if adversely
determined, would be likely to prevent, materially interfere with or materially
delay the consummation of the transactions contemplated hereby. Except as set
forth in Schedule 3.12, there is no order, decree, injunction or judgment
pending or in effect against any of the Companies which would be likely to
prevent, materially interfere with or materially delay the consummation of the
transactions contemplated hereby or, individually or in the aggregate, would be
likely to have a Material Adverse Effect.

SECTION 3.13. Compliance with Laws. Except as set forth in Schedule 3.13,
each of the Companies is conducting and has conducted for the previous three
years its portion of the Business in compliance with all applicable statutes,
laws, rules, regulations, ordinances, decrees, settlements, judgments, writs,
injunctions, and orders which are and have been in effect and has not received
any

unresolved notice that it is in noncompliance with any such statutes, laws,
rules, regulations, ordinances, decrees, judgments, writs, injunctions or
orders, except in any case for instances of noncompliance where enforcement
would not, individually or in the aggregate, be likely to (i) have a Material
Adverse Effect or (ii) prevent or materially interfere with or materially delay
the consummation of the transactions contemplated hereby. Except as set forth in
Schedule 3.13, each of the Companies currently holds and is in compliance with
all Permits necessary for the ownership and operation of its portion of the
Business, except where the failure to hold any such Permits or comply with the
terms thereof would not, individually or in the aggregate, be likely to (i) have
a Material Adverse Effect or (ii) prevent or materially interfere with or
materially delay the consummation of the transactions contemplated hereby. All
such Permits are listed in Schedule 3.13.

SECTION 3.14. Franchise Agreements. Schedule 3.14 sets forth a list
of all third party franchises of the Business granted by WWI and its Affiliates
(the "Franchisees"). Except as set forth in Schedule 3.14, since January 1,
1999, neither Parent nor the Companies have received written notification from
any Franchisee that such Franchisee has canceled or intends to cancel its
applicable agreement with the applicable Company, or, alleging that the
applicable Company is in breach of such agreement, and to Parent's Knowledge,
there does not exist any event that, with notice or lapse of time or both, would
constitute a breach or an event of default by the applicable Company or result
in a right to accelerate, or loss of rights under any such agreement. Except as
set forth on Schedule 3.14, to Parent's Knowledge, none of the Franchisees is in
violation or breach of any material provision of its applicable agreement with
the applicable Company which would give rise to a right of termination by the
applicable Company.

SECTION 3.15. Intellectual Property.

(a) Except for the Excluded Assets, the term "Intellectual Property"
shall mean all intellectual property rights of any kind, including, without
limitation, all:

(i) patents, inventions, discoveries, processes, recipes,
techniques, designs, developments, technology, know-how and
improvements thereto;

(ii) copyrights and works of authorship in any media, including
computer hardware, software, systems, databases, documentation
and Internet site content, marketing, advertising, promotional
and instructional materials (including all textual and graphic
materials);

(iii) trademarks, service marks, trade names, brand names,
fictitious names, corporate names, domain names, URL's, e-mail
addresses, logos, slogans and trade dress;

(iv) trade secrets, drawings, blueprints and all confidential or
proprietary information, materials and ways of doing business;

(v) moral rights, publicity and privacy rights and similar rights
of authors and individuals; and

(vi) all registrations, applications and recordings related
thereto.

Schedule 3.15(a)(i) sets forth a list of all U.S. patented or
registered Intellectual Property that is owned by, used by, or licensed
for use by any of the Companies ("U.S. Intellectual Property Assets").

Schedule 3.15(a)(ii) sets forth a list of all non-U.S. patented or
registered Intellectual Property that is owned by, used by, or licensed
for use by any of the Companies ("Other Company Intellectual Property
Assets").

Schedule 3.15(a)(iii) sets forth a list of all pending patent
applications or other applications for registration of Intellectual
Property that are owned by, used by, or licensed for use by any of the
Companies.

Schedule 3.15(a)(iv) sets forth a list of all U.S. based copyright
registrations that are owned by, used by or licensed for use by any of the
Companies.

(b) Schedule 3.15(b) sets forth a list of (i) all trade names,
corporate names, and Internet domain names which in each case are material; and
(ii) all material food licenses ("Food Licenses") covering Intellectual Property
to which any Company is a party, including as licensor or licensee. Other
material licenses covering Intellectual Property are listed in Schedule 3.9(a).

(c) Except as disclosed in Schedule 3.15(c) and except for Permitted
Encumbrances, the applicable Company owns, or has a valid right to use (in the
manner as presently used), free and clear of all Encumbrances, all Intellectual
Property necessary to conduct the Business as currently conducted consistent
with past practice.

(d) Except as set forth in Schedule 3.15(d):

(i) the U.S. Intellectual Property Assets are valid and
subsisting and, to Parent's Knowledge, the Other Company
Intellectual Property Assets are valid and subsisting;

(ii) no action, order, judgment, decree, injunction or
settlement is pending, or

to Parent's Knowledge, threatened, that limits or
challenges the ownership, use, validity or
enforceability of any Intellectual Property owned or
used by the Companies;

(iii) to Parent's Knowledge, no person is infringing or
otherwise impairing any Intellectual Property that is
material to the Business of the Companies;

(iv) the Companies take all commercially reasonable steps to
protect and maintain their Intellectual Property and
have taken all necessary actions, made all necessary
filings, and paid all necessary fees for all material
Intellectual Property;

(v) the Food Licenses and material Intellectual Property
Contracts are valid and in full force and effect, the
Companies are not in default thereunder and, to Parent's
Knowledge, the other party is not in default thereunder,
and no event exists that, with notice or lapse of time
or both, would constitute an event of default on the
part of the Companies or, to Parent's Knowledge, the
other party thereto.

(vi) within the past five years, no claim by any third party
contesting the validity, enforceability, use or
ownership of any of the Intellectual Property set forth
in Schedules 3.15(a)(i), (ii) or (iii) or Schedule
3.15(b) has been made, is currently outstanding or, to
Parent's Knowledge, is threatened; and

(vii) within the last three years, no third party has, to
Parent's Knowledge, infringed any of the U.S.
Intellectual Property Assets or Other Company
Intellectual Property Assets which likely would have a
Material Adverse Effect.

(e) The applicable Company has to Parent's Knowledge a valid right
to use (in substantially the manner as presently used), free and clear of all
Encumbrances, except for any Encumbrances which would not, individually or in
the aggregate, be likely to have a Material Adverse Effect, the know-how which
is used in the Business as of the date hereof.

SECTION 3.16 Taxes. Except as set forth in Schedule 3.16:

(a) All Tax Returns required to be filed on or prior to the Closing
Date by or with respect to WWI or any of the Companies and any affiliated,
consolidated, combined, or unitary group of which WWI or any Company is or has
been a member, have been, or will be, timely filed except where the failure to
file would not, individually or in the aggregate, be likely to have a Material
Adverse Effect, and

all such Tax Returns are, or will be, correct and complete in all material
respects. All Taxes required to be paid on or prior to the Closing Date by WWI
or any Company, or by any affiliated, consolidated, combined or unitary group of
which WWI or any Company is or has been a member, whether or not such Taxes are
shown as due on such Tax Returns have been, or will be, timely paid, except
where the failure to pay would not, individually or in the aggregate, be likely
to have a Material Adverse Effect.

(b) WWI and each Company has, or will, duly and timely withhold any
and all Taxes required to be withheld on or prior to the Closing Date by such
parties under any applicable law and such parties have paid, or will pay, timely
over to the appropriate taxing authorities all amounts required to be so
withheld and paid over to such taxing authorities for all periods ending on or
prior to the Closing Date under all applicable laws.

(c) Neither WWI nor any U.S. Subsidiary is required to make any
adjustment pursuant to Section 481(a) of the Code (or any predecessor provision)
by reason of any change in any of its accounting methods, and there is no
application pending with any taxing authority requesting permission for any
changes in any of its accounting methods. The IRS has not proposed any such
adjustment or change in accounting method.

(d) Neither WWI nor any U.S. Subsidiary is obligated to make any
payments and is not a party to any agreements that would obligate it to make any
payments that would not be deductible under Section 280G of the Code.

(e) During all taxable periods beginning in 1986, WWI and all of the
U.S. Subsidiaries have been members of the affiliated group of which Parent was
a member and have been included in the consolidated federal income tax return of
Parent and its subsidiaries for each such period.

(f) The amounts set up as accruals for Taxes payable on the
financial books and records of WWI and each of the Companies as of the Closing
Date will be sufficient under GAAP to reflect the liability of each such company
for all Taxes payable by, or in respect of, WWI and the Companies, whether or
not disputed, for all taxable years or periods (or portions thereof) ended on or
prior to the Closing Date.

(g) No deficiency for the payment of Taxes by WWI or any Company
with respect to the business conducted by WWI or any Company prior to the
Closing has been asserted or threatened against WWI or the Companies or any
affiliated, consolidated, combined or unitary group that includes, or which at
any time included, WWI or any Company and for which WWI or any Company could be
liable, by the Internal Revenue Service or by any other taxing authority, and
which remains unsettled as of the date of this Agreement.

(h) WWI and the Companies will not owe any amount pursuant to any
written or unwritten Tax sharing, allocation or indemnity agreement or
arrangement, nor have any liability after the date hereof in respect of any
written or unwritten Tax sharing, allocation, or indemnity agreement or
arrangement executed or agreed prior to the date hereof.

(i) There are no Tax liens on any of the assets of WWI or the
Companies, other than liens for current Taxes which are not yet due or payable.

(j) There are no pending or threatened actions or proceedings with
respect to the business conducted by WWI or any Company prior to the Closing for
the assessment or collection of any Taxes against WWI or any Company, or any
affiliated, consolidated, combined or unitary group that includes WWI or any
Company and for which WWI or any Company could be liable.

(k) No consent under Section 341(f) of the Code has been filed with
respect to WWI or any Company.

(l) Fortuity Australia has not sought roll-over relief under Section
160ZZO of the Income Tax Assessment Xxx 0000 or Subdivision 126-B of the Income
Tax Assessment Xxx 0000 in connection with any transfer of property to Fortuity
Australia or any newly formed entity at any time prior to the Closing Date.

SECTION 3.17. Environmental Matters. Except for such matters which would
not be likely, individually or in the aggregate, to have a Material Adverse
Effect:

(i) The Companies are and have been in compliance with all
Environmental Laws;

(ii) None of the Companies has received any Environmental
Claim, and to Parent's Knowledge, there are no Environmental Claims
threatened against any of the Companies;

(iii) Hazardous Materials have not been generated,
transported, treated, stored, disposed of, released or threatened to be
released at, on, from or under any of the properties or facilities
currently or formerly owned, leased or otherwise used by any of the
Companies, in violation of, or in a manner or to a location that would
likely give rise to liability to any of the Companies under any
Environmental Laws; and

(iv) None of the Companies has contractually assumed any
liabilities or obligations under any Environmental Laws.

SECTION 3.18. Brokers and Finders. Neither Parent nor any Company has
employed any

broker or finder or incurred any liability for any brokerage fees or commissions
or finders' fees in connection with the transactions contemplated by this
Agreement other than Warburg Dillon Read LLC, whose fees and expenses will be
paid by Parent. No Company nor Purchaser will be responsible or in any way
obligated for the payment of any fees, commissions or expenses of Warburg Dillon
Read LLC or any other broker, agent, finder or intermediary retained by Parent
or any of the Companies in connection with the transactions contemplated hereby.

SECTION 3.19. Subsidiaries. Except as set forth in Schedule 3.19, each
Subsidiary is a corporation or other enterprise duly organized, validly existing
and in good standing (to the extent applicable in any such foreign jurisdiction)
under the laws of the jurisdiction of its incorporation or organization, has
full corporate power and authority to own, lease and operate its assets,
properties and businesses and is duly qualified to do business and in good
standing (to the extent applicable in any such foreign jurisdiction) in each
jurisdiction in which its conduct of the business or its ownership or operation
of its assets requires such qualification, except where the failure to be so
qualified or in good standing would not, individually or in the aggregate, be
likely to have a Material Adverse Effect.

SECTION 3.20. Accounts Receivable. Except as set forth in Schedule 3.20,
all outstanding accounts receivable of the Companies reflected on the 1999
Combined Statement of Assets and Liabilities, were, as of such date, bona fide
claims for sales made, services rendered, royalties, and franchise commissions
in the ordinary course of business.

SECTION 3.21. Year 2000. Except as set forth in Schedule 3.21, all
computer hardware, software, databases, automated systems and other computer and
telecommunications equipment owned, licensed, or used by the Companies and
essential for its ongoing operations ("Systems") can be used prior to, during
and after the calendar year 2000 A.D., and will operate during each such time
period (provided that any interdependent third-party Systems and related
electrical, communication and other third-party suppliers are also Year 2000
Compliant) without error relating to the processing, calculating, comparing,
sequencing or other use of date-related data (the foregoing ability, "Year 2000
Compliant"). Except as set forth on Schedule 3.21, to Parent's Knowledge, all
major, essential interdependent third-party Systems have been contacted and have
supplied reasonable assurances that the work toward making their systems Year
2000 Compliant is underway. With regard to any systems that are not Year 2000
Compliant, Parent has adequate plans in place to timely correct such
non-compliance or take other action so as to avoid a disruption, interruption,
liability, or expense to the Companies which, individually or in the aggregate,
would be likely to have a Material Adverse Effect.

SECTION 3.22. Insurance. The Companies have (i) valid and currently
effective insurance policies issued in favor of Parent and/or the Companies or
(ii) self-insurance provided by Parent. Through Parent for the benefit of WWI
and the Companies, WWI and the Companies have maintained a reasonable

and customary program of insurance with respect to the Business. All such
policies are in full force and effect, all premiums due thereon have been paid
and Parent and the Companies have complied (except for failures to be in full
force and effect, to pay premiums and to comply which, individually or in the
aggregate, would not be likely to have a Material Adverse Effect) with the
provisions of such policies.

SECTION 3.23. No Other Representations or Warranties. Except for the
representations and warranties contained in this Article III, neither Parent,
the Companies nor any other Person makes any other express or implied
representation or warranty on behalf of the Parent, the Companies or their
Affiliates with respect to the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or the business or assets
of the Companies.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Parent as follows:

SECTION 4.1. Incorporation. Purchaser is a corporation duly organized,
validly existing and in good standing under the laws of the Grand Duchy of
Luxembourg and is a "corporation" as that term is defined in U.S. Treasury
Regulation Section 301.7701-2(b).

SECTION 4.2. Authority. Purchaser has all requisite power and authority to
execute, deliver and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by and on behalf of Purchaser by all requisite corporate
action, and no other corporate act or proceeding on the part of Purchaser is
necessary to approve the execution and delivery of this Agreement or the
consummation by Purchaser of the transactions contemplated hereby.

SECTION 4.3 Execution and Binding Effect. This Agreement has been duly and
validly executed and delivered by Purchaser and constitutes the legal, valid and
binding obligation of Purchaser and will be enforceable against Purchaser in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, moratorium, insolvency, reorganization, liquidation or other laws
relating to or affecting creditors' rights or by equitable principles.

SECTION 4.4. No Conflict. Except as set forth in Schedule 4.4 and the
filing required under the HSR Act and under any non-U. S. jurisdiction requiring
registration or governmental approval in connection with the proposed
transaction and expiration of the applicable waiting period under the HSR Act or
similar foreign legislation, neither the execution and delivery of this
Agreement by Purchaser nor the consummation or performance by Purchaser of the
transactions contemplated hereby, will:

(a) conflict with or violate any provisions of Purchaser's charter
documents;

(b) require any consent, approval or notice under or conflict with,
result in a termination or breach of, or constitute (with or without notice or
lapse of time or both) a default under, or accelerate or permit the acceleration
of any performance required by, any note, bond, mortgage, indenture, license,
franchise, permit, contract, lease or other instrument or obligation to which
Purchaser is a party or by which Purchaser or any of its assets or properties is
bound or subject;

(c) violate any law, statute or ordinance or any rule, regulation,
order, writ, injunction or decree of any court or of any public, governmental or
regulatory body, agency or authority having jurisdiction over Purchaser or by
which any of its assets or properties may be bound or subject, which in each
case are in effect as of the date hereof; or

(d) require any filing, declaration or registration with, or permit,
consent or approval of, or the giving of notice to, any public, governmental or
regulatory body, agency or authority;

excluding from the foregoing Sections 4.4(b) through (d) such conflicts,
violations, terminations, breaches, defaults, accelerations, filings,
declarations, registrations, permits, consents, approvals and notices, the
occurrence or absence of which would not be likely to have, individually or in
the aggregate, a Purchaser Material Adverse Effect or materially adversely
affect the consummation or performance by Purchaser of the transactions
contemplated hereby.

SECTION 4.5. Litigation. There is no claim, action, suit, proceeding or
investigation pending or, to Purchaser's Knowledge, threatened by or against
Purchaser with respect to the transactions contemplated hereby, at law or in
equity, before or by any federal, state, municipal, foreign or other
governmental department, commission, board, agency, instrumentality or authority
which if adversely determined would prevent, materially interfere with or
materially delay the consummation of the transactions contemplated hereby. There
is no order, decree, injunction or judgment pending or in effect against
Purchaser with respect to the transactions contemplated hereby.

SECTION 4.6. Brokers and Finders. Purchaser has not employed any broker or
finder or incurred any liability for any brokerage fees or commissions or
finders' fees in connection with the transactions contemplated by this
Agreement.

SECTION 4.7. Financing. Purchaser has received commitment letters (true
and correct copies of which have been furnished to Parent) from The Bank of Nova
Scotia and certain of its affiliates (collectively, "Scotiabank") and Credit
Suisse First Boston ("CSFB"), dated July 20, 1999 (such letters, together with
the related term sheets, the "Commitment Letters") pursuant to which Scotiabank
and CSFB

have committed, subject to the terms and conditions thereof, to provide
financing pursuant to a senior credit facility and subordinated bridge facility
(the financing provided thereunder, including if relevant any senior
subordinated notes offering made in the capital markets in complete or partial
substitution for the bridge facility (the "Financing")) in an amount, together
with the other sources of funds provided by or on behalf of Purchaser or its
designees, sufficient to consummate the transactions contemplated by this
Agreement (including payment of all related fees and expenses).

SECTION 4.8 Acquisition of Shares for Investment. Purchaser has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of its purchase of the Purchased Shares.
Purchaser confirms that Parent has made available to Purchaser the opportunity
to ask questions of the officers and management employees of WWI and the
Companies and to acquire additional information about the business and financial
condition of the Companies. Purchaser is acquiring the Purchased Shares solely
for the purpose of investment and not with a view to, or for sale in connection
with, any distribution thereof in violation of the Securities Act of 1933, as
amended (the "Securities Act"). Purchaser acknowledges that the Purchased Shares
are not registered under the Securities Act or any applicable state securities
law, and that such Purchased Shares may not be transferred or sold except
pursuant to the registration provisions of the Securities Act or pursuant to an
applicable exemption therefrom and pursuant to state securities laws and
regulations as applicable.

ARTICLE V

COVENANTS OF PARENT

Parent, on its own behalf and, prior to the Closing, on behalf of the
Companies, covenants and agrees with Purchaser as follows:

SECTION 5.1. Access. From the date hereof until the Closing Date, Parent
shall furnish or shall cause the Companies to furnish to Purchaser and its
Representatives all information relating to the business and assets of the
Companies reasonably requested by Purchaser and provide access to the
properties, assets, employees, books, accountants, work papers and records
(including, without limitation, any Tax-related information) of the Companies
that Purchaser may reasonably request and Parent will cause the Companies to
cooperate with regard to such inspections as Purchaser may reasonably require
and will cause the officers of the Companies to furnish Purchaser such financial
and operating data and other information (including Tax-related information)
with respect to the business and properties of the Companies as Purchaser may
from time to time reasonably request; provided, however, that the parties shall
reasonably cooperate with respect to Purchaser's access to any information so as
not to reduce the scope of or eliminate the attorney-client privilege.

SECTION 5.2. Confidentiality.

(a) Any confidential information furnished to Purchaser or made
available for visual inspection shall be subject to the terms of the
Confidentiality Agreement entered into between Parent and Purchaser dated
February 19, 1999. The provisions of such Confidentiality Agreement shall
survive any termination of this Agreement.

(b) Parent recognizes that by reason of its ownership of the
Companies, it has acquired confidential information and trade secrets concerning
the operation of the Companies, the use or disclosure of which could cause
Purchaser, the Companies or their Affiliates substantial loss and damages that
could not be readily calculated and for which no remedy at law would be
adequate. Accordingly, Parent covenants and agrees with Purchaser that it will
not at any time following the Closing Date prior to the third anniversary of the
Closing Date, except in accordance with the agreements entered into in
connection with the Intellectual Property Reorganization or in performance of
its obligations to Purchaser, directly or indirectly, disclose (other than to
its directors, employees, accountants, attorneys and other representatives for
valid business purposes and other than to defend any claim against it or for
which it may be liable) any Intellectual Property or other proprietary,
non-public secret or confidential information relating to the Business that it
may learn or has learned by reason of its ownership of the Companies, unless (i)
such information is or becomes available to the public or becomes part of the
public domain other than as a result of a disclosure by Parent, its Affiliates
or by their directors, officers or employees in violation of this Section, (ii)
the disclosure has been approved by the written authorization of Purchaser or,
after the Closing, WWI or (iii) disclosure is required by applicable law,
regulation or legal process (including any discovery request or judicial or
governmental order) or any securities exchange on which Parent has listed its
securities. The parties agree that the covenant contained in this Section
imposes a reasonable restraint on Parent in light of the transactions
contemplated hereby.

SECTION 5.3. Conduct of Business.

Except as set forth in Schedule 5.3, from the date hereof until the
Closing Date, and except as expressly contemplated in this Agreement, Parent
will and will cause the Companies to (i) operate the Business in all material
respects in the ordinary course of business consistent with past practice
(including, without limitation, with respect to management of inventory,
collection of accounts receivable and timing of receipts, payment of accounts
payable and other disbursements of cash), (ii) use their reasonable best efforts
to maintain the goodwill of the Business and the continued employment of their
executives and other employees who are engaged in the Business, (iii) preserve,
in all material respects, their customary relationships with suppliers,
franchisees and customers consistent with past practice (but shall not be
required pursuant to this provision to settle franchisee litigation, claims or
arbitration), and (iv) maintain in force (including necessary renewals thereof)
the insurance policies referred to in Section 3.22 which are material to the
Business, and to give reasonable prior notice to the Purchaser of any
cancellation or expiration of any such insurance policy and to consult in good
faith with the Purchaser as to any

replacement policy. From the date hereof until the Closing Date, without the
written consent of Purchaser (which consent shall not be unreasonably withheld)
and except as expressly contemplated by this Agreement, Parent shall not and
shall cause the Companies not to:

(a) amend the certificate of incorporation, articles, by-laws or any
other organizational document of the Companies;

(b) make or revoke any election with respect to Taxes (except for
elections by which the entity classifications of the Australian weight control
businesses will be changed from corporations to divisions for U.S. tax
purposes), change any method of Tax accounting, settle or compromise any audit
or other proceeding that may affect the post-Closing Tax liability of WWI or any
Subsidiary or file any amended Tax Return for, or on behalf of, WWI or any
Subsidiary, in each case, except as may be required under applicable law;

(c) issue, sell or pledge, or authorize or propose the issuance,
sale or pledge of (i) additional shares of common stock of the Companies, or
other equity interest in the Companies, or securities convertible into any such
shares or interests or any rights, warrants or options to acquire any such
shares or interests or other convertible securities or interests of the
Companies or (ii) any other securities in respect of, in lieu of, or in
substitution for, the shares of capital stock of any of the Companies
outstanding on the date hereof;

(d) redeem, purchase or otherwise acquire any outstanding shares of
any of the Companies;

(e) enter into any Contract or transaction between any of the
Companies, on the one hand, and Parent or any of its Affiliates (other than the
Companies), on the other hand, other than operational matters in the ordinary
course of business consistent in all material respects with past practice which
will not result in any continuing liability or obligation of the Companies after
the Closing;

(f) enter into, amend or cancel any material Real Property Lease or
material Permit other than in the ordinary course of business consistent in all
material respects with past practice;

(g) grant any increase in compensation to employees of the Companies
or any increase in the rate of commission, bonus or other variable compensation
or any increase in any other direct or indirect remuneration (including
benefits) payable or to become payable to any such employees other than in the
ordinary course of business consistent with past practice;

(h) perform, agree to, or commit to or permit to exist any of the
acts, transactions, events or occurrences of the type described in Section 3.11
(a) through (q); or

(i) agree or commit, whether in writing or otherwise, to take any of
the foregoing

actions.

SECTION 5.4. Reasonable Best Efforts; Notifications. Parent shall use its
reasonable best efforts to satisfy the conditions applicable to Purchaser's
obligation to close as set forth in Article IX hereof. Prior to the Closing,
Parent shall in good faith endeavor to promptly notify Purchaser in writing of
the occurrence of any event as to which it obtains Knowledge that would result
in the failure of a condition specified in Article IX or X hereof. Without
limitation on Parent's obligations under the first sentence of this Section,
Parent shall provide, and will cause the Companies and their officers, employees
and independent accountants to provide all reasonably necessary cooperation in
connection with the Financing with a view to facilitating, as promptly as
practicable and at the Closing, the high yield financing contemplated in the
Commitment Letters, including (i) assistance in preparing prospectuses,
memoranda and other materials; (ii) assistance in the preparation of financial
sections of such Financing documents, including appropriate pro forma and
interim financial information; (iii) assistance and participation in bank
meetings, road shows and other marketing activities for the Financing; and (iv)
providing any other information or assistance reasonably requested by Purchaser,
Scotiabank or CSFB in connection with the Financing. In addition, Parent shall
cause the Companies to execute and deliver such documents that are reasonably
required to be executed by the Companies prior to the Closing to facilitate the
Financing, including execution and delivery of any commitment letters, pledge
and security documents, other definitive financing documents, or other requested
agreements, certificates or documents.

Parent and WWI shall cooperate with the tax or other structural planning
undertaken by Purchaser in connection with transactions contemplated hereby;
provided that the result of such cooperation shall not involve any significant
costs, liabilities, or other detriments to Parent or WWI (prior to Closing), is
not inconsistent with Parent's tax strategy or structural planning and does not
involve any significant tax risk to Parent, WWI (prior to Closing) or their
Affiliates.

Parent shall use its reasonable best efforts to provide Purchaser as
promptly as practicable with the information requested regarding the capital
structure of the Companies, including the authorized and issued capital stock of
each Company (other than WWI) and the registered owners of the issued share
capital of each such Company.

SECTION 5.5. Consents and Approvals.

(a) As promptly as is practicable after the date hereof but not
later than 10 days after the execution hereof, Parent or its applicable
Affiliate shall make all necessary filings applicable to it under the HSR Act
and the Foreign Governmental Approval Filings (collectively with the filings
under the HSR Act, the "Governmental Approval Filings") and make any amendments
to such filings as may be required. In addition, Parent or its applicable
Affiliate will cooperate with Purchaser in connection with the

Governmental Approval Filings, will comply promptly with all requests made by
the governmental authority and shall furnish to Purchaser all such information
in its possession as may be necessary for the completion of the filings or
reports to be filed by Purchaser. Parent shall resist in good faith (including
the institution or defense of legal proceedings) any assertion that the
transactions contemplated hereby constitute a violation of antitrust,
noncompetition or similar laws, all to the end of expediting consummation of the
transactions contemplated hereby.

(b) Parent shall use its reasonable best efforts to obtain as
promptly as practicable all consents listed on Schedule 3.4.

SECTION 5.6. Preservation of Records. Parent shall preserve and keep the
records pertaining to the Business which are not delivered to WWI or Purchaser
wherever located for a period of six years from the Closing Date. During regular
business hours and upon reasonable notice, Parent shall make available to WWI
and Purchaser and their representatives for inspection and copying all such
records pertaining to the Business. Parent may redact from any such records any
information relating to any other business of Parent or its Affiliates. If
Purchaser determines that it does not want Parent to destroy such agreements,
records, books and other documents, Purchaser shall give written notice to
Parent 90 days prior to the expiration of such retention period that Purchaser
desires to take possession of such agreements, records, books and other
documents. Parent shall deliver (subject to any redactions) such agreements,
records, books and other documents to Purchaser within 20 days after the date of
Purchaser's notice thereunder.

SECTION 5.7. Signature and Bank Accounts. Prior to or at the Closing,
Parent shall deliver to Purchaser, to the extent applicable to WWI and the
Principal Foreign Subsidiaries, copies of each of such Companies' Board of
Directors' resolutions, certified by their respective Secretary, and evidence of
the revocation of all prior authorizations of any employee of the Parent or of
any Affiliate of the Parent (as determined after the Closing) with respect to
the Companies and any related Parent guarantees and authorizing only the persons
to be designated by Purchaser prior to the Closing to sign checks, to deal with
the bank accounts and have access to the vaults of such Companies. Further,
Parent will use reasonable best efforts to ensure that cash generated by the
Companies will not be deposited in Parent's accounts on or after the Closing
Date, and if so deposited, will ensure that such cash is forwarded to
appropriate accounts designated by the Companies.

SECTION 5.8. Releases. At or prior to the Closing, Parent shall deliver to
Purchaser general releases of all claims that Parent may have against the
Companies as of the date of the Closing, except any claims arising in respect of
this Agreement and the claims set forth in Schedule 5.8.

SECTION 5.9 Insurance. Parent shall, at WWI's post-Closing expense for
reasonable out-of-pocket expenses, use its reasonable best efforts to retain the
right to make claims and receive recoveries, and shall cooperate with Purchaser,
WWI, and the Companies, at WWI's expense for reasonable out-of-pocket expenses,
in making claims and receiving recoveries, for the benefit of WWI

under existing insurance policies of Parent relating to WWI or any Company for
actions occurring on or prior to the Closing Date ("Insurance Proceeds") and
shall promptly pay the Insurance Proceeds to WWI, net of (i) any unreimbursed
out-of-pocket expenses, (ii) any deductibles or self-insured amounts and (iii)
the present value of all future (including retrospective adjustments) premium
increases reasonably likely to occur as a result of any such claim, and after
adjusting for any Tax cost to Parent resulting from its receipt of such
Insurance Proceeds.

SECTION 5.10. Outstanding Indebtedness. Except for the Debt Financing
Amount and the Assumed Debt, Parent hereby assumes responsibility for and
releases WWI from any and all outstanding Indebtedness owed by WWI and the
Companies, including, without limitation, the Indebtedness set forth on Schedule
2.4. Parent will (i) cause all Indebtedness owed to any of the Companies by
Parent or any Affiliate of Parent (other than any of the Companies) to be paid
in full or otherwise canceled in a manner which will not, without the prior
written consent of Purchaser (which consent shall not be unreasonably withheld),
result in any increase in the Taxes or any other liability of any Company, and
(ii) cause all Indebtedness owed to Parent or any Affiliate of Parent (other
than any of the Companies) by the Companies to be paid in full or otherwise
canceled in a manner which will not, without the prior written consent of
Purchaser (which consent shall not be unreasonably withheld), result in any
increase in the Taxes or any other liability of any Company.

SECTION 5.11. Franchisee Guarantees. Parent acknowledges that WWI has
entered into the guarantees referred to in Schedule 3.9(a) with respect to the
loans made by PNC Bank to Weighco of Florida and Weighco of Southwest, which are
franchisees of WWI (the "Franchisee Guarantees"). Parent will use its reasonable
best efforts to obtain the release of WWI from the Franchisee Guarantees prior
to the Closing and will indemnify WWI against any payment which WWI must make
under the Franchisee Guarantees and its reasonable costs and expenses thereunder
(including without limitation reasonable legal costs and expenses). In the event
that Parent obtains the release of WWI from the Franchisee Guarantees, WWI
agrees that upon any default by Weighco of Florida and/or Weighco of Southwest
with respect to such PNC Bank loans as provided in the applicable Franchise
Agreements set forth in Schedule 3.14, WWI shall use its reasonable best efforts
to the extent permitted by the applicable contractual arrangements, including
the Franchisee Guarantees and the Franchise Agreements, and under applicable law
to terminate such Franchise Agreement and promptly grant such franchise or
franchises to Parent and, in accordance with the applicable Franchise Agreement,
designate Parent as the transferee of all of the assets of such franchisee used
in the business including all leases of real and personal property. For a period
of one year after the granting of the franchise to Parent, WWI may, at its
option, acquire such franchise or franchises and all such assets from Parent for
an amount equal to (i) the amount paid by Parent to PNC Bank pursuant to the
guarantees made by Parent in connection with such PNC Bank loans and (ii)
Parent's reasonable costs and expenses (including, without limitation,
reasonable legal costs and expenses) in connection with obtaining such franchise
or franchises.

SECTION 5.12. No Solicitation. From and after the date of this Agreement,
until the earlier of the closing or termination of this Agreement, Parent shall
not, and shall not permit any of its Affiliates, or any representatives,
officers, employees, agents and Affiliates of any of the foregoing
(collectively, "Agents"), to, directly or indirectly (i) solicit, initiate or
encourage the submission of any inquiries, indications of interest, proposals or
offers from any Person, other than Purchaser (collectively, "Third Parties"),
concerning any Acquisition Proposal, (ii) participate in any discussions or
negotiations regarding, or enter into any agreements or understandings (whether
or not in writing) relating to, any of the foregoing with, or provide any
information concerning the Companies to any Third Parties other than in the
ordinary course of business or other than as required by applicable law or
securities exchange, or (iii) otherwise cooperate in any way with, or assist or
participate in, facilitate or encourage, any effort or attempt by any Third
Party to do or seek any of the foregoing. As soon as is practicable after this
Agreement has been executed, Parent will use its reasonable best efforts to
cause the destruction or return of all non-public, confidential or proprietary
information concerning the Companies provided to potential purchasers of WWI and
the Companies. Parent will immediately notify the Purchaser after the receipt by
it or any of its Agents of any inquiry, indication of interest, proposal or
offer with respect to an Acquisition Proposal by any Third Party and promptly
deliver to Purchaser written documentation reflecting the material economic
terms thereof. Parent agrees that it and its Agents shall immediately cease and
cause to be terminated any activities, discussions or negotiations with any
parties conducted heretofore with respect to any Acquisition Proposal.

SECTION 5.13. No Solicitation of Employees. Parent shall not, and shall
cause its Affiliates not to, within a period of two years after the Closing
Date, directly or indirectly, solicit or hire any person who is a senior
managerial employee of any of the Companies as of the date hereof or on the
Closing Date (each a "Manager"); provided that the foregoing shall not prohibit
Parent or any of its Affiliates from hiring any Manager whose employment has
been terminated by the Companies. The foregoing restriction shall also prohibit
Parent and its Affiliates from entering into any employment, consulting or
similar arrangements with Xxxxxxx Xxxx or any entity controlled by him for a
period of two years after the Closing Date.

SECTION 5.14. Additional Financial Statements. As soon as practicable
after the date hereof but in no event later than three weeks from the date of
this Agreement, Parent shall furnish to Purchaser audited combined financial
statements of the Companies as at and for each of the years ended April 24,
1999, April 25, 1998 and April 26, 1997. Parent will use its reasonable best
efforts to cause WWI to prepare and deliver to Purchaser as promptly as
practicable the combined financial statements of the Companies as at and for the
three month periods ended July 24, 1999 and July 25, 1998. Such financial
statements shall (i) comply with GAAP and (ii) meet the requirements of
Regulation S-X under the United States Securities Act of 1933.

SECTION 5.15. Transition Services. Parent will provide transition services
to the Companies (to the extent in scope and nature such services are currently
being rendered by Parent to the Companies) for a period, at WWI's option, not to
exceed one year after the Closing, at a cost equal to Parent's direct

cost of such services (without any allocated overhead) with such costs being
reimbursed by WWI after the cessation of such transition services.

SECTION 5.16. WWI Articles of Incorporation. At or prior to the Closing,
Parent shall cause WWI to amend WWI's articles of incorporation in accordance
with Purchaser's instructions as is reasonably appropriate in furtherance of the
transactions contemplated by this Agreement, including, without limitation, with
respect to an equity recapitalization of WWI.

SECTION 5.17. Heinz Australia-WWI Agreement. On or prior to the Closing,
Parent shall cause WWI and Heinz Australia to terminate the agreement by and
between such parties dated August 5, 1982.

ARTICLE VI

COVENANTS OF THE PURCHASER AND WWI

Purchaser and WWI, as applicable in each Section under this Article VI,
covenant and agree with Parent as follows:

SECTION 6.1. Preservation of Records. WWI shall preserve and, during
regular business hours and upon reasonable notice, make available to Parent and
its representatives for inspection and copying all agreements, records, books
and other documents furnished to Purchaser by Parent pursuant to this Agreement
pertaining to the Business wherever located for a period of six years from the
Closing Date, for (i) the purposes of preparing tax returns and financial
statements and responding to tax audits, (ii) the purposes of prosecuting or
defending any claim, litigation, proceeding or investigation which arises out of
or relates to the Business or this Agreement and (iii) any other reasonable
business purpose. If Parent determines that it does not want WWI to destroy such
agreements, records, books and other documents, it shall give written notice to
WWI 90 days prior to the expiration of such retention period that it desires to
take possession of such agreements, records, books and other documents. WWI
shall deliver such agreements, records, books and other documents to Parent
within 20 days after the date of Parent's notice to WWI hereunder.

SECTION 6.2. Reasonable Best Efforts; Notifications. Purchaser shall use
its reasonable best efforts to satisfy the conditions applicable to Parent's
obligations to close as set forth in Article X. Prior to the Closing, Purchaser
shall in good faith endeavor to promptly notify Parent in writing of the
occurrence of any event as to which it obtains Knowledge that would result in
the failure of a condition specified in Articles IX or X hereof.

SECTION 6.3. Governmental Approval Filings. As promptly as is practicable
after the date hereof but not later than 10 days after the execution hereof,
Purchaser or its applicable Affiliate shall make all necessary filings
applicable to it under the Governmental Approval Filings, and make any
amendments to such filings as may be required. In addition, Purchaser or its
applicable Affiliate will cooperate with Parent in connection with all
Governmental Approval Filings, will comply promptly with all requests made by
the governmental authority and shall furnish to Parent all such information in
its possession as may be necessary for the completion of the filings or reports
to be filed by Parent. Purchaser shall resist in good faith (including the
institution or defense of legal proceedings) any assertion that the transactions
contemplated hereby constitute a violation of antitrust, noncompetition, or
similar laws, all to the end of expediting consummation of the transactions
contemplated under this Agreement.

SECTION 6.4. Acknowledgment of Exclusivity; Projections. Purchaser
acknowledges that neither Parent nor any other Person acting on behalf of Parent
or its Affiliates or any Affiliate of Parent has made any representation or
warranty, express or implied, as to the accuracy or completeness of any
information regarding the Business, except as expressly set forth in this
Agreement. Purchaser further agrees that, except as expressly set forth in this
Agreement and in the absence of fraud, neither Parent nor any other person or
any Affiliate of either will have or be subject to any liability to Purchaser or
any other person resulting from the distribution to Purchaser, or Purchaser's
use of, any such information, and any information, document or material made
available to Purchaser in certain "data rooms," management presentations or any
other form in expectation of the transactions contemplated by this Agreement.

In connection with Purchaser's investigation of the Business, Purchaser
may have received or may receive from or on behalf of Parent or its Affiliates
certain projections, including projected statements of operating revenues and
income from operations. Purchaser acknowledges that there are uncertainties
inherent in attempting to make such estimates, projections and other forecasts
and plans, that Purchaser is familiar with such uncertainties, that Purchaser is
taking full responsibility for making its own evaluation of the adequacy and
accuracy of all estimates, projections and other forecasts and plans so
furnished to it (including the reasonableness of the assumptions underlying such
estimates, projections and forecasts), that Purchaser has not relied upon any
estimates, projections and other forecasts and plans received from or on behalf
of Parent or its Affiliates and that Purchaser, in the absence of fraud, shall
have no claim against Parent or any Affiliate of Parent or any other person or
entity acting on their behalf with respect thereto. Accordingly, neither Parent
nor its Affiliates makes any representation or warranty with respect to such
estimates, projections and other forecasts and plans (including the
reasonableness of the assumptions underlying such estimates, projections and
other forecasts and plans).

SECTION 6.5. Financing. Purchaser will use its reasonable best efforts to
cause the Financing Condition to be satisfied as promptly as practicable, and to
cause Scotiabank and CSFB to provide the Financing to WWI in an amount equal to
the Debt Financing Amount (including, if applicable, by (i) using its best
efforts to enforce its rights and remedies with respect to any breach of
obligation under the Commitment Letters and (ii) agreeing to changes proposed by
Scotiabank or CSFB, as the case may be, in accordance with the fifth paragraph
of the Commitment Letter for the senior credit facility); provided that

Purchaser and WWI shall have no obligation to draw on the bridge Financing
contemplated by the Commitment Letters until September 30, 1999 (or October 15,
1999, if by September 30, 1999 Purchaser is actively marketing the high yield
Financing (which, without limitation, shall be deemed to be occurring if
preliminary offering memoranda have been delivered or a road show in connection
therewith has been commenced) and the Commitment Letters have been amended so
that such letters terminate no earlier than the end of the day on October 15,
1999). If for any reason Purchaser is advised that Scotiabank, or CSFB, as the
case may be, is unwilling to provide the Financing (regardless of the
satisfaction or failure of any condition in the Commitment Letters),
notwithstanding Purchaser's compliance with the immediately preceding sentence,
Purchaser shall use its reasonable best efforts to obtain, from one or more
other leading financial institutions, alternative financing in an amount equal
to the Debt Financing Amount, provided that Purchaser shall not be required to
obtain alternative financing on terms financially less favorable to Purchaser
and WWI, in the aggregate, than those contemplated by the Financing.

Promptly after receipt from Parent of the certificate referred to in
Section 9.1(c) of this Agreement, Purchaser shall provide a copy of the
certificate to each of Scotiabank and CSFB.

SECTION 6.6. Guarantees. Purchaser acknowledges that Parent has entered
into the guarantees in respect of leases of WWI, Fortuity Australia or Fortuity
NZ set forth in Schedule 6.6 (the "Guarantees"). After the Closing, WWI will use
its reasonable best efforts to assist Parent in obtaining the release of Parent
from each Guarantee; provided WWI, Fortuity Australia, and Fortuity NZ shall not
be required to modify any of the leases or provide any substitute guaranty or
similar financial assistance. WWI agrees that for so long as a Guarantee remains
in force, it will use its reasonable best efforts to cause, following the
Closing, the applicable Companies to duly and punctually perform all of the
obligations which are the subject of the Guarantee, and will indemnify Parent
against any payment which Parent must make under a Guarantee and its reasonable
out-of-pocket expenses thereunder.

SECTION 6.7. Assumed Debt. At the Closing, WWI shall either (i) repay the
Assumed Debt in full or (ii) deliver to Parent a full release of any obligations
or guarantees of Parent or its Affiliates (other than the Companies) in
connection with any portion of the Assumed Debt which is not repaid at the
Closing.

ARTICLE VII

EMPLOYEE MATTERS

SECTION 7.1. Affected Employees. WWI will offer employment, effective
immediately following the Closing, to all active employees of Parent permanently
assigned to WWI as identified on Schedule

7.1(a)(1). All employees of the Companies on the Closing Date together with any
employees of Parent as identified on Schedule 7.1(a)(i) and who accept WWI's
offer of employment are hereinafter referred to as "Affected Employees." WWI
will pay severance to all Affected Employees (other than Affected Employees who
are members of the Management Board of WWI as of the date hereof) who are
terminated by WWI other than "for cause" during the one year period following
the Closing in an amount not less than would have been payable to such employees
under Parent's severance policies as set forth in Schedule 7.1(a)(2). Parent
will pay all severance obligations of Parent or WWI (other than any severance
obligations put in place by WWI after Closing) for the Affected Employees who
are members of the Management Board of WWI as of the date hereof and who are
terminated by WWI within six months of the Closing Date. If such Affected
Employees who are members of the Management Board of WWI as of the date hereof
are terminated by WWI after six months following the Closing, WWI's then
existing severance policy covering such employees would be applicable. For 12
months after the Closing, WWI shall provide Affected Employees with the same
base salary (but not including bonuses payable under Parent's incentive
compensation plan or any stock options granted by Parent) received by them
immediately prior to the Closing. The term "Affected Employees" shall not
include any employees or former employees of the Companies who (i) prior to the
Closing Date have retired or otherwise terminated employment without
re-employment rights or (ii) as of the Closing Date, are on long-term disability
or who are on short term disability unless they return to work within six (6)
months of the Closing.

SECTION 7.2. Employee Benefit Transition.

(a) With respect to the Affected Employees, WWI shall waive
pre-existing condition requirements, evidence of insurability provisions,
waiting period requirements or any similar provisions under any employee benefit
plan or compensation arrangements maintained or sponsored by or contributed to
by WWI for such individuals after the Closing Date to the extent they are waived
under Parent's Plans. WWI shall also apply towards any deductible requirements
and out-of-pocket maximum limits under its employee welfare benefit Plans any
amounts paid (or accrued) by each Affected Employee under Parent's welfare
benefit Plans during the 1999 plan year.

(b) With respect to the Affected Employees, Parent shall be
responsible for any health, life, short term disability, long term disability,
and accident claims incurred on or prior to the Closing Date, whether or not
then known or payable. WWI shall assume responsibility for all health and
accident claims incurred by Affected Employees after the Closing Date. For
purposes of this Section 7.2(b), a claim shall be incurred when the event giving
rise to the submission of a claim for benefits occurs; provided, however, that
with respect to all Affected Employees not actively employed on the Closing
Date, all medical, life, and disability costs relating to the event resulting in
their absence from work (including any medical, life and/or disability costs
incurred after the Closing Date), shall be deemed to have been incurred on the
last date on which such Employee was actively employed by the Companies.

(c) With respect to pension, savings, severance, vacation, health
and welfare, disability benefits, executive compensation, incentive and bonus
arrangements including with respect to

Fortuity Australia any long service leave, annual leave and holiday leave, WWI
shall recognize under its Plans and compensation arrangements the service of any
Affected Employee with the Companies for purposes of participation, eligibility
and vesting (but not for purposes of benefit accrual or calculation).

(d) With respect to Parent's severance plans, prior to Closing,
Parent shall cause the plan administrator of the Parent Severance Pay Plan and
the Parent Special Severance Program for Nonbargaining Hourly Employees to
determine that each Affected Employee that is a participant in such plans and
that has received an offer of employment not requiring relocation and commencing
promptly following the Closing, shall not be eligible for severance benefits
under such plans.

SECTION 7.3. COBRA. Parent will be responsible for satisfying obligations
under Section 601 et seq. of ERISA and Section 4980B of the Code, to provide
continuation coverage to or with respect to any Affected Employee in accordance
with law with respect to any "qualifying event" occurring on or before the
Closing Date. WWI will be responsible for satisfying obligations under Section
601 et seq. of ERISA and Section 4980B of the Code, to provide continuation
coverage to or with respect to any Affected Employee in accordance with law with
respect to any "qualifying event" which occurs after the Closing Date.

SECTION 7.4. Vacation. WWI will assume all obligations to
Affected Employees for any vacation entitlement and vacation pay entitlement
after the Closing Date. Parent will have no obligation to make any payment to
Affected Employees after the Closing Date with respect to any vacation
entitlement or vacation pay entitlement.

SECTION 7.5. Pension Plans. Prior to the Closing, Affected Employees are
covered under one or more employee benefit pension Plans (as defined in Section
3(2) of ERISA or otherwise) consisting of defined contribution plans for
salaried and hourly employees ("Parent's Defined Contribution Plans") and
defined benefit plans for salaried and hourly employees including but not
limited to X. X. Xxxxx Australia Superannuation Scheme ("Parent's Defined
Benefit Plans") (collectively with the Parent's Defined Contribution Plans, the
"Pension Plans"). Parent and WWI agree to the following arrangements with
respect to the Pension Plans of Parent covering any Affected Employee prior to
the Closing:

(a) Accounts of any Affected Employee held under Parent's Defined
Contribution Plans, after being credited with all contributions due through the
Closing Date and adjusted for investment experience through the Closing Date,
shall become fully vested. Accounts shall be distributed to the Affected
Employees to the extent permitted by applicable law.

(b) Benefits accrued by any Affected Employee before the Closing
under Parent's Defined Benefit Plans shall become fully vested. The Shareholders
shall treat any Affected Employee as

having incurred a termination of employment on the Closing Date for purposes of
determining the Affected Employee's eligibility for benefits under Parent's
Defined Benefit Plans. Parent shall expressly retain the assets and liabilities
under the Parent Defined Benefit Plans in respect of the Affected Employees.

SECTION 7.6. Workers' Compensation. Parent shall be responsible for all
workers' compensation benefits, occupational diseases claims and employer
liability claims payable to Affected Employees with respect to claims filed
through the Closing Date. WWI shall be responsible for all workers' compensation
benefits, occupational diseases claims and employer liability claims payable to
Affected Employees with respect to claims filed after the Closing Date. With
respect to Fortuity Australia, all premiums which are due and payable under any
applicable workers' compensation legislation have been paid.

SECTION 7.7. No Third Party Beneficiaries. Neither Purchaser, WWI nor
Parent, intends this Article VII to create any rights or interest, except as
between the parties hereto and no present or future employees of either party
(or any dependents of such employees) will be treated as third party
beneficiaries in or under this Agreement.

SECTION 7.8. Documents and Forms. Parent and WWI agree to use their
reasonable efforts to execute all necessary documents, file all required forms
with any governmental agencies and to undertake all actions that may be
necessary or desirable to implement expeditiously any actions contemplated
herein.

SECTION 7.9. Applicability. The foregoing provisions in Article VII apply
to the U.S. employees of the Companies and, to the extent applicable, the
non-U.S. employees of the Companies.

SECTION 7.10 Assumption of Employment Agreements; Retention of
Liabilities.

(a) Parent shall assign, and WWI shall assume, such employment
agreements (other than any sale or retention bonus or similar agreements
relating to any Affected Employee's continued employment through the Closing and
a transition period thereafter) between any Affected Employee and Parent as
Purchaser shall designate in writing to Parent prior to the Closing. Parent
shall take all actions as may be necessary to effect the foregoing.

(b) Parent shall retain all obligations and liabilities under the
Pension Plans, Parent's supplemental retirement Plan, Parent's excess benefit
Plan, and Parent's retiree medical and life insurance Plans including, but not
limited to, obligations and liabilities under Parent's supplemental retirement
Plan, Parent's excess benefit Plan and Parent's retiree medical and life
insurance Plans with respect to retirees and any active employee who has
qualified as of the Closing to receive benefits thereunder. With respect to the
Deemed Retiree Eligible Employees, on or after the Closing, to the extent that
WWI shall request and to the extent permitted under applicable law, Parent shall
administer, and make payment of the retiree medical and life insurance benefits
under, the applicable retiree medical and life insurance Plans. In the event and
to the extent that WWI does so request, WWI shall pay to Parent, at its actual
cost, the amounts

incurred in (i) administering such Plans and (ii) providing such benefits for
all such Deemed Retiree Eligible Employees. In addition, with respect to the
retiree life insurance benefits, Parent shall, to the extent requested by WWI
and permitted under applicable law: (i) assign all rights and obligations under
all life insurance policies covering the Deemed Retiree Eligible Employees under
which Parent has, immediately prior to the Closing, any such rights or
obligations; (ii) cooperate with WWI in respect of establishing any new retiree
life insurance arrangements for Deemed Retiree Eligible Employees; and (iii)
provide WWI with access to the current administrator of Parent's retiree life
insurance Plan for hourly Parent employees (including WWI employees). For
purposes of this provision, a "Deemed Retiree Eligible Employee" is any Affected
Employee who, as of the Closing, would be within five years of becoming eligible
for such benefits under such Plans if such employees had remained employed by
Parent (or by any affiliate of Parent) for those five years (or such other fewer
number of years remaining until they would have become eligible for such
benefits under such Plans, as applicable) following the Closing, and who remains
employed with WWI (or an affiliate of WWI) through the date on which they would
become eligible for such benefits.

ARTICLE VIII

EXCLUDED ASSETS AND LIABILITIES

SECTION 8.1. Excluded Assets and Liabilities. At the Closing, Parent shall
cause WWI to transfer to Parent (in a manner substantially as set forth in
Exhibit A) the assets listed on Schedule 8.1 (which includes without limitation
the trademark "Smart Ones") (collectively, the "Excluded Assets"), and WWI shall
take all steps consistent with this Agreement which Parent deems reasonably
necessary to assure the tax-free, (to both Parent and the Companies) transfer of
such assets. Notwithstanding the fact that WWI operates (it being understood
that WWI will not continue to operate the Fitness Business (as defined below)
after the Closing) the businesses conducted by Cardio-Fitness Corp. and Fitness
Institute Limited, WWI does not own any equity in Cardio-Fitness Corp. and
Fitness Institute Limited and the capital stock of such corporations and all the
assets, liabilities and business of such corporations (the "Fitness Business")
are excluded from the transactions contemplated hereunder. Prior to or
simultaneously with the Closing, Parent shall assume the obligations of WWI to
pay under certain promissory notes issued by WWI in connection with certain
franchise repurchases and certain other liabilities, each as identified on
Schedule 8.1 (the "Excluded Liabilities").

SECTION 8.2. No Violation. Notwithstanding any provision to the contrary
contained in this Agreement, no disposition or transfer of the Excluded Assets
will be deemed to violate any covenant, representation, condition or other
provision contained herein so long as Parent assumes any such related liability
for all periods until any such Excluded Assets may have been retransferred to
WWI, including as contemplated by Section 8(a) of Exhibit A attached hereto
(which liabilities shall be

deemed to constitute "Excluded Liabilities" hereunder).

ARTICLE IX

CONDITIONS TO PURCHASER'S OBLIGATIONS

The obligation of Purchaser to effect the transactions contemplated by
this Agreement is subject to the satisfaction, prior to or on the Closing Date,
of each of the following conditions, any of which may be waived in whole or in
part by Purchaser:

SECTION 9.1. Accuracy of Representations and Warranties;
Performance of Agreements; Certificates and Opinion of Counsel.

(a) The representations and warranties of Parent contained herein
shall be true and correct (in each case without regard to any "Material Adverse
Effect" or (except for the representations contained in Sections 3.7(a), 3.9(a),
3.11 and 3.15(b), the term GAAP and all specified dollar thresholds) other
materiality qualifier contained therein) in each case as of the date of this
Agreement and as of 5:00 p.m. (New York time) on August 23, 1999 (except that
the representations and warranties that are made as of a specific date need be
true and correct only as of such date) except in each case for such failures
which, individually or in the aggregate, would not be likely to have a Material
Adverse Effect. Notwithstanding the foregoing, Parent shall have the right on or
prior to 5:00 p.m. (New York time), on August 23, 1999 to cure any breach or
breaches thereof in which event if such breach or breaches are so cured such
that such representation and warranty is true and correct (without giving effect
to any "Material Adverse Effect" or, to the extent set forth above, other
materiality qualifiers) with respect to such matters at 5:00 p.m. (New York
time) on August 23, 1999 and none of the Companies has any continuing liability
or other financial detriment with respect thereto (after giving effect to any
stand-alone, unconditional indemnification of Purchaser and the Companies by
Parent with respect to any such financial liability or detriment which shall not
be subject to any basket, cap, or other limitation), this condition shall be
deemed to be satisfied solely with respect thereto as of the date of this
Agreement and as of 5:00 p.m. (New York time) on August 23, 1999.

Notwithstanding the foregoing, the parties acknowledge that neither
(i) any claim, litigation or arbitration proceeding brought against WWI or the
Companies by any Franchisee after the date of this Agreement and prior to the
Closing, which shall be deemed to include item 3 of Schedule 3.12
notwithstanding its actual date of filing (collectively, the "Post Signing
Franchisee Claims"), nor (ii) the trademark and related litigation brought by
Xxxxx Xxxxx Fitness Centers, Inc. against WWI, will be taken into account for
purposes of determining whether the conditions to Purchaser's obligation to
close are satisfied.

Notwithstanding the foregoing, this condition shall not be deemed to
have been satisfied

and shall be a condition of the Closing, subject to the provisions of the second
sentence of Section 9.1(c), if the certificate delivered by Parent referred to
in Section 9.1(c) fails to identify any matter of which Parent had Knowledge
which would have caused this condition not to be satisfied.

(b) Parent shall have performed and complied in all material
respects with all of its agreements, covenants and obligations required by this
Agreement to be performed or complied with by it prior to or at the Closing Date
and shall have delivered a certificate of its President, Executive or Senior
Vice President or the Vice President - Business Development certifying that
Parent has performed and complied in all material respects with all of its
agreements, covenants, and obligations required by this Agreement to be
performed or complied with by it prior to or at the Closing Date.

(c) No later than 6:00 p.m. New York time on August 23, 1999, Parent
shall have delivered to Purchaser a certificate of its President, Executive or
Senior Vice President or the Vice President - Business Development, certifying
the satisfaction of the condition set forth in Section 9.1(a) (which, if such
certification cannot be made, shall set forth any exceptions to the satisfaction
of such condition of which Parent has Knowledge). Parent shall have the right on
or prior to the Closing to cure any breach or breaches giving rise to the
failure of the condition set forth in Section 9.1(a), in which event if such
breach or breaches are so cured such that such representation and warranty
becomes true and correct (without giving effect to any "Material Adverse Effect"
or, to the extent set forth above, other materiality qualifier) with respect to
such matters as of the Closing and none of the Companies has any continuing
liability or other financial detriment with respect thereto (after giving effect
to any stand-alone, unconditional indemnification of Purchaser and the Companies
by Parent with respect to any financial liability or detriment which shall not
be subject to any basket, cap, or other limitation), such condition shall be
deemed to be satisfied solely with respect thereto at all applicable dates. If
Parent has so delivered the certificate pursuant to this Section 9.1(c)
containing such certification (without any exceptions), then the condition set
forth in Section 9.1(a) shall be conclusively deemed to have been satisfied
(notwithstanding the preamble to this Article IX), subject to the last paragraph
of Section 9.1(a), unless Parent receives by 11:59 p.m. New York time on August
23, 1999 written notice from Purchaser that Purchaser believes that such
condition has not been satisfied specifying the basis for its conclusion;
provided, that receipt of such written notice from Purchaser shall not prejudice
or restrict Parent from contesting Purchaser's conclusion.

(d) Parent shall have delivered to Purchaser (i) a certificate of
its President, Executive or Senior Vice President or the Vice President -
Business Development dated the Closing Date and certifying that all
representations and warranties set forth in Article III are true and correct as
of the date of this Agreement and as of the Closing (except that the
representations and warranties that are made as of a specific date need be true
and correct only as of such date) or if such certification cannot be made,
setting forth all exceptions to the truth and correctness of such
representations and warranties as of such dates of which Parent has Knowledge,
and such certificate as of the Closing shall be deemed to be a

separate representation by Parent for purposes of Section 11.2(a), subject to
the stated exceptions and (ii) an opinion of the General Counsel or an Associate
General Counsel of Parent as to Pennsylvania law containing assumptions,
qualifications and exceptions as are customary in transactions such as the
transactions contemplated hereunder and separate opinions of a New York
qualified law firm confirming the validity, binding effect and enforceability of
the Agreement (including Exhibits A, B and C but not (A) any documents relating
to the transactions contemplated by such Exhibits or (B) the other Exhibits to
the Agreement) under the laws of the State of New York containing such
assumptions, qualifications and exceptions as such law firm deems appropriate in
good faith, and of a Virginia qualified law firm confirming due organization and
existence of WWI and the requisite authorization and execution of the Agreement
by WWI (including Exhibits A, B and C but not (A) any documents relating to the
transactions contemplated by such Exhibits or (B) the other Exhibits to the
Agreement) under the laws of the Commonwealth of Virginia containing such
assumptions, qualifications and exceptions as such law firm deems appropriate in
good faith, each dated the Closing Date.

(e) (i) If any representation and warranty set forth in Article III
is true and correct on the date of this Agreement and (A) Parent acknowledges in
the certificate it delivers pursuant to Section 9.1(d) the failure of such
representation and warranty to be true and correct as of the Closing or (B)
Purchaser identifies in writing at Closing the failure of any such
representation and warranty to be true and correct at Closing (each, a
"Post-Signing Breach") and (ii) such Post-Signing Breach, together with all
other Post-Signing Breaches, could reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect, then Parent may deliver to
Purchaser a written notice (the "New Condition Notice") identifying such
Post-Signing Breaches with reasonable specificity and acknowledging that the
Companies (taken as a whole) and the Business (taken as a whole) shall have
suffered a Material Adverse Effect as a result of the specified Post-Signing
Breaches and irrevocably granting Purchaser the option of not being obligated to
close the transactions contemplated hereby; provided if Purchaser closes the
transactions contemplated hereby notwithstanding the delivery of the New
Condition Notice, Parent shall have no right to indemnification under Article XI
for the Specified Post-Signing Breaches.

(f) Parent shall have delivered to Purchaser (i) incumbency
certificates from the Secretary or an Assistant Secretary of Parent and (ii) a
copy of the Board of Directors' resolutions of Parent certified by the Secretary
or an Assistant Secretary, authorizing and approving the transactions
contemplated herein.

(g) Absent fraud, the certificate delivered pursuant to Section
9.1(c) does not constitute a representation by Parent for purposes of this
Agreement and shall not in and of itself give rise to any indemnification
obligation hereunder.

SECTION 9.2. Consents. Any notices to, and declarations, filings and
registrations with, and consents, approvals and waivers from third parties
(including, without limitation, governmental and regulatory agencies) as set
forth on Schedule 3.4 which are marked with an asterisk, shall have been given,
made or obtained as applicable.

SECTION 9.3. Financing. WWI shall have received proceeds of the Financing
at least equal to the Debt Financing Amount on the terms contemplated by the
Commitment Letters; provided that this will not be a condition to Purchaser's
obligation unless Purchaser and/or its designees are willing and able to provide
the cash common equity specified in the Commitment Letters (or other equity or
debt that is subordinated to the Financing). Notwithstanding the foregoing
sentence, Purchaser and WWI shall not be required to draw down on the bridge
Financing contemplated by the Commitment Letters until September 30, 1999 (or
October 15, 1999, if by September 30, 1999, Purchaser is actively marketing the
high yield Financing (which, without limitation, shall be deemed to be occurring
if preliminary offering memoranda have been delivered or a road show in
connection therewith has been commenced) and the Commitment Letters have been
amended so that such letters terminate no earlier than the end of the day on
October 15, 1999).

SECTION 9.4. [This Section intentionally left blank]

SECTION 9.5. No Injunction. No preliminary or permanent injunction or
other order shall have been issued by any court of competent jurisdiction, or by
any governmental or regulatory body, which remains in effect and invalidates any
or all of the provisions of this Agreement or prohibits or enjoins the
consummation of any of the transactions contemplated in this Agreement.

SECTION 9.6. Governmental Approvals. Any waiting period applicable to the
consummation of the transactions contemplated by this Agreement under the HSR
Act shall have expired or been terminated. The approvals from the governmental
authorities set forth on Schedule 9.6 shall have been obtained.

SECTION 9.7. Closing Deliveries. Parent shall have delivered to Purchaser
all deliveries to be made to it pursuant to Sections 2.6(b), 2.6(c), 2.6(e),
2.6(f), 2.6(g), and 2.6(h).

ARTICLE X

CONDITIONS TO PARENT'S OBLIGATIONS

The obligation of Parent to effect the transactions contemplated by this
Agreement is subject to the satisfaction, prior to or on the Closing Date, of
each of the following conditions, all or any of which may be waived in whole or
in part by Parent:

SECTION 10.1. Accuracy of Representations and Warranties; Performance of
Agreements; Certificates and Opinion of Counsel.

(a) The representations and warranties of Purchaser contained in
this Agreement shall be true and correct on the date hereof and as of the
Closing in all material respects.

(b) Purchaser shall have performed and complied in all material
respects with all of its agreements, covenants and obligations required by this
Agreement to be performed or complied with by it prior to or at the Closing
Date.

(c) Purchaser shall have delivered to Parent (i) a certificate of
its President or any Vice President dated the Closing Date and certifying the
fulfillment of the conditions set forth in this Section 10.1(a) and (b) and (ii)
an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx dated the Closing Date containing
opinions and other terms as are reasonable and customary in transactions such as
the transactions contemplated hereunder.

(d) Purchaser shall have delivered to Parent (i) an incumbency
certificate from the Secretary or an Assistant Secretary of Purchaser and (ii) a
copy of the resolutions of the Board of Directors of Purchaser certified by the
Secretary or an Assistant Secretary, authorizing and approving the transactions
contemplated herein.

SECTION 10.2. Consents. Any notices to, and declarations, filings and
registrations with and consents, approvals and waivers from governmental and
regulatory agencies as set forth on Schedule 3.4 which are marked with an
asterisk, shall have been given, made or obtained, as applicable.

SECTION 10.3. No Injunction. No preliminary or permanent injunction or
other order shall have been issued by any court of competent jurisdiction, or by
any governmental or regulatory body, which remains in effect and invalidates any
or all of the provisions of this Agreement or prohibits or enjoins the
consummation of the transactions contemplated in this Agreement.

SECTION 10.4. Governmental Approvals. Any waiting period applicable to the
consummation of the transactions contemplated by this Agreement under the HSR
Act shall have expired or been

terminated. The approvals from the governmental authorities set forth on
Schedule 9.6 shall have been obtained.

SECTION 10.5. Closing Deliveries. Purchaser shall have delivered to Parent
all deliveries to be made to it pursuant to Sections 2.6(d), 2.6(e) and 2.6(h).

ARTICLE XI

INDEMNIFICATION

SECTION 11.1. Survival of Representations and Warranties and Obligations.
All representations, warranties, agreements, covenants and obligations made or
undertaken by the parties in this Agreement or in any document or instrument
executed and delivered pursuant hereto (including the exceptions to any
representations or warranties) shall survive the Closing hereunder and shall not
merge in the performance of any obligation by any party hereto, and will remain
in full force and effect unless, in respect of any agreement or covenant, some
specified period is set forth in this Agreement or in any document or instrument
executed and delivered pursuant hereto, and except that all representations and
warranties (other than the representations and warranties set forth in Sections
3.1 (Incorporation; Qualification), 3.2 (Authority), 3.3 (Execution and Binding
Effect), 3.5 (Capitalization), 3.6 (Stock Ownership; Title to Shares), 3.16
(Taxes) and 3.19 (Subsidiaries)(or in a certificate relating to the accuracy of
such representations)) made by Parent and contained herein or in any Exhibit,
Schedule or certificate delivered under this Agreement shall remain in effect
only until the date which is 20 months after the Closing Date. The
representations and warranties set forth in (i) Sections 3.1 (Incorporation;
Qualification), 3.2 (Authority), 3.3 (Execution and Binding Effect), 3.5
(Capitalization), 3.6 (Stock Ownership; Title to Shares) and 3.19
(Subsidiaries)(or in a certificate relating to the accuracy of such
representations) shall have no expiration date and (ii) Section 3.16 (Taxes) (or
in a certificate relating to the accuracy of such representations) shall survive
until 30 business days after the expiration of the applicable statute of
limitations with respect to the subject matter thereof. If written notice of a
claim for breach of a representation or warranty has been given by Purchaser
within the applicable survival period, then the relevant representation or
warranty shall survive as to such claim until the claim has been finally
resolved.

SECTION 11.2. Indemnification by Parent. Except as otherwise limited by
this Agreement, Purchaser and its Affiliates (including, without limitation WWI
and the Companies) and their respective officers, directors and employees (as to
such employees, other than lost wages or salary) shall be indemnified, defended
and held harmless by Parent from, against and in respect of any and all
liabilities, losses, damages, claims, costs, charges, actions, suits,
proceedings, deficiencies and expenses, interest, awards, judgments and
penalties (including, without limitation, reasonable legal costs and expenses)

(hereinafter a "Purchaser Loss"), imposed on, sustained, incurred or suffered by
any such Person arising out of:

(a) the breach of any representation or warranty made by Parent
contained herein or in the certificate to be delivered pursuant to Section
9.1(d).

(b) the breach of any covenant or agreement made by Parent contained
herein;

(d) in lieu of indemnification under Section 11.2(a) or (e), any and
all Post Signing Franchisee Claims and the trademark and related litigation
brought by Xxxxx Xxxxx Fitness Centers, Inc. against WWI, up to the first
$500,000 in the aggregate, plus the excess of such Purchaser Losses over
$500,000; provided, however, that Parent's indemnification obligation hereunder
for such excess shall be reduced by applying the amount of any remaining Basket
(after giving effect to any other reductions or applications under this
Agreement) up to $5,000,000 against 50% of such excess Purchaser Loss incurred
in connection therewith; provided further that any amount so applied shall
reduce the Basket accordingly;

(e) in lieu of indemnification under Section 11.2(a), (i) any matter
identified by Parent as an exception to the truth and correctness of any
representation or warranty in the certificate to be delivered by Parent at
Closing pursuant to Section 9.1(d) or (ii) any matter identified by Purchaser in
writing at Closing that constitutes a breach of any representation or warranty
made by Parent contained in this Agreement or in the certificate to be delivered
pursuant to Section 9.1(d); provided, however, that Parent's indemnification
obligation hereunder shall be reduced by applying the amount of any remaining
Basket (after giving effect to any other reductions or applications under this
Agreement) against 50% of the Purchaser Loss incurred in connection therewith;
provided further that any amount so applied shall reduce the Basket accordingly;
and/or

(f) the franchisee profit-sharing claims relating to royalties for
food products set forth in the Demand for Arbitration which is identified as
Item 4 on Schedule 3.12.

SECTION 11.3. Indemnification by Purchaser and WWI. Except as otherwise
limited by this Agreement, Parent and its Affiliates and their respective
officers, directors and employees shall be indemnified and held harmless by
Purchaser (prior to the Closing) and WWI (after the Closing) from any and all
liabilities, losses, damages, claims, costs, charges, actions, suits,
proceedings, deficiencies and expenses, interest, awards, judgments and
penalties (including, without limitation, reasonable legal costs and expenses),
(hereinafter a "Parent Loss") imposed on, sustained, incurred, or suffered by
any such Person arising out of:

(a) the breach of any representation or warranty made by Purchaser
contained herein; and/or

(b) the breach of any covenant or agreement made by Purchaser
contained herein.

SECTION 11.4. Indemnification Procedures.

(a) For the purposes of this Section 11.4, the term "Indemnitee"
shall refer to the Person indemnified, or entitled, or claiming to be entitled
to be indemnified, pursuant to the provisions of Section 11.2 or 11.3, as the
case may be; the term "Indemnitor" shall refer to the Person having the
obligation to indemnify pursuant to such provisions; and "Losses" shall refer to
the "Parent Losses" or the "Purchaser Losses," as the case may be.

(b) An Indemnitee shall give written notice (a "Notice of Claim") to
the Indemnitor within 10 business days after the Indemnitee has knowledge of any
claim (including a Third Party Claim, as hereinafter defined) which an
Indemnitee has determined has given or could reasonably be expected to give rise
to a right of indemnification under this Agreement. No failure to give such
Notice of Claim within 10 business days as aforesaid shall affect the
indemnification obligations of the Indemnitor hereunder, except to the extent
Indemnitor can demonstrate such failure materially prejudiced such Indemnitor's
ability to successfully defend the matter giving rise to the claim. The Notice
of Claim shall state the nature of the claim, the amount of the Loss, if known,
and the method of computation thereof, all with reasonable particularity and
containing a reference to the provisions of this Agreement in respect of which
such right of indemnification is claimed or arises.

(c) The obligations and liabilities of an Indemnitor under this
Article XI with respect to Losses arising from claims of any third party that
are subject to the indemnification provisions provided for in this Article XI
("Third Party Claims") shall be governed by and contingent upon the following
additional terms and conditions: The Indemnitee at the time it gives a Notice of
Claim to the Indemnitor of the Third Party Claim shall advise the Indemnitor
that Indemnitor shall be permitted, at its option, to assume and control the
defense of such Third Party Claim at its expense and through counsel of its
choice if it gives written notice of its intention to do so to the Indemnitee
within 20 days of its receipt of the Notice of Claim. In the event the
Indemnitor exercises its right to undertake the defense against any such Third
Party Claim as provided above, the Indemnitee shall cooperate with the
Indemnitor in such defense and make available to the Indemnitor all witnesses,
pertinent records, materials and information in its possession or under its
control relating thereto as is reasonably required by the Indemnitor, and the
Indemnitee may participate by its own counsel and at its own expense in defense
of such Third Party Claim; provided, however, that if the defendants in any
Action shall include both the Indemnitee and the Indemnitor and such Indemnitee
shall have reasonably concluded in good faith that counsel selected by the
Indemnitor has a conflict of interest because of the availability of different
or additional defenses to such Indemnitee, such Indemnitee shall have the right
to select separate counsel to participate in the defense of such Action on its

behalf, at the expense of the Indemnitor; provided, further, that such
Indemnitor shall not, in connection with any one such action or separate but
substantially similar or related actions, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys (in addition to any local
counsel). Notwithstanding the foregoing, the Indemnitee, during the period the
Indemnitor is determining whether to elect to assume the defense of a matter
covered by this Section 11.4, may take such reasonable actions as it deems
necessary to preserve any and all rights with respect to the matter, without
such actions being construed as a waiver of the Indemnitee's rights to defense
and indemnification pursuant to this Agreement. Similarly, in the event the
Indemnitee is, directly or indirectly, conducting the defense against any such
Third Party Claim, the Indemnitor shall cooperate with the Indemnitee in such
defense and make available to it all such witnesses, records, materials and
information in its possession or under its control relating thereto as is
reasonably required by the Indemnitee and the Indemnitor may participate by its
own counsel and at its own expense in the defense of such Third Party Action.
Except for the settlement of a Third Party Claim which involves the payment of
money only, no Third Party Claim may be settled or judgment entered by consent
by the Indemnitor without the written consent of the Indemnitee, which consent
shall not be unreasonably withheld or delayed. No Third Party Claim may be
settled or judgment entered by consent by the Indemnitee without the written
consent of the Indemnitor, which consent shall not be unreasonably withheld or
delayed.

SECTION 11.5. Limits on Indemnification. Except for any claims for or in
respect of Taxes ("Tax Claims") (which shall be governed solely by Article XII
of this Agreement), no claim may be made against Parent for indemnification with
respect to the matters contained in Section 11.2(a) unless and only to the
extent the aggregate of all Purchaser Losses incurred under this Agreement
exceeds $7,350,000 (as such amount may be reduced in accordance with Sections
11.2(d) and (e)) (the "Basket") and then only with respect to that portion of
Purchaser Losses which exceed the Basket; provided further, however, that Parent
shall have no liability hereunder for any individual such item where the
Purchaser Loss relating to such item is less than $50,000 (and such items shall
not be aggregated for purposes of determining whether Purchaser Losses exceed
the Basket); provided the foregoing provisions shall not be applicable to any
Purchaser Loss resulting from a breach of Sections 3.1 (Incorporation;
Qualification), 3.2 (Authority), 3.3 (Execution and Binding Effect), 3.5
(Capitalization), 3.6 (Stock Ownership; Title to Shares) or 3.19 (Subsidiaries)
(or in a certificate relating to the accuracy of such representations). In no
event shall Parent be required to indemnify Purchaser for Purchaser Losses with
respect to the matters contained in Section 11.2(a) which individually or in the
aggregate exceed $183,750,000; provided the foregoing provision shall not be
applicable to any Purchaser Loss resulting from a breach of Sections 3.1
(Incorporation; Qualification), 3.2 (Authority), 3.3 (Execution and Binding
Effect), 3.5 (Capitalization), 3.6 (Stock Ownership; Title to Shares) or 3.19
(Subsidiaries) (or in a certificate relating to the accuracy of such
representations).

Except as otherwise provided in Article III and Article XI, after the
Closing, neither Parent nor any officer or director of the Companies who resigns
at or about the time of Closing shall have any liability to the Companies or
their successors or assigns for any breach or alleged breach of any duty of care
or loyalty whatsoever (exclusive of any such breach constituting an act of
malfeasance, willful misconduct or acts

taken in bad faith or in fraud) which occurred or are alleged to have occurred
on or prior to the Closing.

SECTION 11.6. General Provisions on Indemnification. Whenever an
Indemnitor is required to indemnify an Indemnitee against, and hold the
Indemnitee harmless from, or to reimburse an Indemnitee for, any item of Loss,
Indemnitor will pay the Indemnitee the amount of the Loss, including all Federal
(but not state or local) corporate income or gains taxes, or similar Taxes,
resulting from the receipt of the payment net of (i) the Net Proceeds of any
insurance policy paid to Indemnitee with respect to such Loss prior to the
indemnification payment and (ii) any Tax Benefit actually received by Indemnitee
with respect to such Loss prior to the indemnification payment. For purposes of
this Section 11.6, (A) "Net Proceeds" shall mean the insurance proceeds actually
received, less any actual, additional, or increased premium, deductibles,
co-payments, other payment obligations (including attorneys' fees and other
costs of collection) or the present value of any future cost which is
quantifiable with reasonable certainty, that relates to or arises from the
making of the claim for indemnification and (B) "Tax Benefit" shall mean any
refund of income Taxes paid or any actual reduction in the amount of income
Taxes which would otherwise be paid currently, in each case computed by assuming
that the Tax attribute resulting from such Loss results in a refund or in an
actual reduction in income Taxes only after all the other tax attributes of
Indemnitee have been utilized and no Tax Benefit shall be deemed to have
occurred while a reasonable possibility exists of a challenge by any federal,
state or local tax authority. If any Indemnitee receives a Tax Benefit or Net
Proceeds after an indemnification payment is made which relates thereto,
Indemnitee shall promptly repay to Indemnitor such amount of the indemnification
payment as would not have been paid had the Tax Benefit or Net Proceeds reduced
the original payment (any such repayment shall be a credit against any
applicable indemnification cap set forth in this Article XI) at such time or
times as and to the extent that such Tax Benefit or Net Proceeds is actually
received. In no event shall an Indemnitor be liable for punitive damages
sustained or claimed by an Indemnitee except to the extent such damages arise
from a Third Party Claim. An Indemnitee shall take all reasonable steps to
mitigate Losses upon becoming aware of any event which could reasonably be
expected to give rise to such Losses. Losses shall be determined after taking
into account any indemnity, contribution or other similar payment received by
the Indemnitee from any third party with respect thereto.

SECTION 11.7. Exclusive Remedy. Except in the case of fraudulent
misrepresentation, from and after the Closing, no party hereto shall be liable
or responsible in any manner whatsoever to the other parties, whether for
indemnification or otherwise, except for indemnity as expressly provided in
Article XII (with respect to Tax Claims) or this Article XI, which provide the
exclusive remedies and causes of action of the parties hereto with respect to
any matter arising out of or in connection with this Agreement or any opinion or
certificate delivered in connection herewith. After the Closing, except in the
case of fraudulent misrepresentation, Purchaser shall not be entitled to a
recision of the sale of the Purchased Shares.

ARTICLE XII

TAX MATTERS

SECTION 12.1. Section 338(h)(10) Election.

(a) Parent, Purchaser, WWI and each U.S. Subsidiary agree that, in
connection with the sale contemplated hereby, the parties shall make timely
elections pursuant to Sections 338(g) and 338(h)(10) of the Code (and pursuant
to any comparable state and local tax provisions) (collectively, the "Section
338(h)(10) Elections") with respect to (i) Parent's sale of the WWI stock, and
(ii) the resulting deemed sale of the stock of each U.S. Subsidiary of WWI.

(b) For purposes of executing the Section 338(h)(10) Elections, not
earlier than 90 days before the last day for filing the election, Purchaser and
Parent shall mutually agree on and prepare and execute two copies (one for
Purchaser and one for Parent) of IRS Form 8023 and all such forms, schedules and
attachments as are necessary or required to be filed therewith pursuant to
applicable U.S. Treasury Regulations and Parent (and/or the relevant U.S.
Subsidiary) shall timely execute any and all forms that it is required to
execute in order to make a valid Section 338(h)(10) Election and it shall
perform such other acts as are necessary to make or perfect the Section
338(h)(10) Elections. The forms relating to the Section 338(h)(10) Elections for
federal, state and local Tax purposes hereinafter shall be referred to as the
"Section 338 Forms." Purchaser and Parent agree that the Section 338 Forms shall
be filed with the appropriate tax authorities not earlier than 60 days before
the last date for the filing thereof. Purchaser and Parent agree to consult and
resolve in good faith as expeditiously as possible any disputes regarding the
contents of the Section 338 Forms prior to their filing.

(c) For purposes of making the Section 338(h)(10) Elections,
Purchaser and Parent shall mutually agree on an allocation of a portion of the
Purchaser's "adjusted grossed-up basis" in the shares, respectively, of WWI and
each of its U.S. Subsidiaries (within the meaning of the U.S. Treasury
Regulations under Section 338(h)(10) of the Code) and to the investment in
Foreign Subsidiaries owned by WWI and each of its domestic U.S. Subsidiaries
existing as of the Closing Date (the "Mutual Allocation"). The Purchaser shall
allocate the remaining "adjusted grossed-up basis" to the other tangible and
intangible assets of WWI and each of its domestic U.S. Subsidiaries existing as
of the Closing Date (the "Unilateral Allocation"). Both the Mutual and
Unilateral Allocations shall be binding upon Purchaser and Parent for purposes
of allocating the "modified aggregate deemed sale price" (within the meaning of
the U.S. Treasury Regulations) among the assets of WWI and each of its U.S.
Subsidiaries. Neither party shall file any Tax Return, or take a position with
any Tax authority, that is inconsistent with the Mutual and Unilateral
Allocations without the written consent of the other party. Purchaser and Parent
agree to cooperate in good faith in an effort to resolve any dispute concerning
the appropriate Mutual Allocation.

(d) Except as otherwise provided in this Section 12.1(d), Purchaser
also may make an election under Section 338(g) of the Code in connection with
the deemed purchase of the stock of a Company that is not a U.S. Subsidiary,
provided that WWI pays to Parent, and/or agrees to indemnify Parent against, any
additional Taxes that are actually imposed on Parent or any Affiliate of Parent
(other than WWI or any Subsidiary) and against any loss, damage, liability or
expense, including reasonable fees for attorneys and other outside consultants
incurred in contesting or otherwise in connection with such Taxes as a result of
Purchaser or any Affiliate of Purchaser making any such election under Section
338(g) of the Code. Notwithstanding the immediately preceding sentence, the
Purchaser shall not make an

election under Section 338(g) of the Code with respect to Weight Watchers
Australia Pty. Ltd. (or if a new company is formed to acquire the Fortuity
Australia shares, such new company).

SECTION 12.2. Liability for Taxes; Tax Indemnity.

(a) From and after the Closing Date, Parent shall indemnify and hold
harmless Purchaser, WWI, the Companies and any other Affiliate of Purchaser
(each a "Purchaser Indemnified Person") against the following Taxes and, against
any loss, damage, liability or expense, including, but not limited to,
reasonable fees for attorneys and other outside consultants, incurred in
contesting or otherwise in connection with any such Taxes: (i) Taxes imposed on
any Purchaser Indemnified Person with respect to taxable years or periods ending
on or before the Closing Date; (ii) with respect to taxable years or periods
beginning before the Closing Date and ending after the Closing Date, Taxes
imposed on WWI or any Company that are allocable, pursuant to Section 12.3
below, to the portion of such taxable year or period ending on the Closing Date
(an "Interim Period") (Interim Periods and any taxable years or periods that end
on or prior to the Closing Date are referred to collectively hereinafter as
"Pre-Closing Periods"); (iii) Taxes imposed on any member of any affiliated,
consolidated, combined or unitary group (other than WWI or any Company) with
which WWI or any Company files or has filed a Tax Return on an affiliated,
consolidated, combined, unitary or other similar basis for a Pre-Closing Period;
(iv) Taxes required to be paid or reimbursed by Parent under Section 12.4,
Section 12.5, Section 12.6, Section 12.7 and Section 13.14 of this Agreement (to
the extent such Taxes have not been paid by Parent); (v) Taxes or additional
Taxes imposed on a Purchaser Indemnified Person as a result of a breach of the
representations and warranties set forth in Section 3.16 of this Agreement or of
the covenants contained in Article V or this Article XII; (vi) Taxes or other
payments required to be made after the date hereof by WWI or any Company to any
person under any Tax sharing, indemnity, allocation or other similar agreement
(whether or not written); or (vii) any Taxes imposed on WWI or any Company in
respect of, or as a result of, executing the Reorganization.

(b) WWI shall be solely responsible for all Taxes of WWI and any
Company for any taxable year or period or portion thereof that begins on the day
after the Closing Date. If any tax authority seeks to collect from the Parent or
any Affiliate of Parent any Tax for which WWI is responsible hereunder, WWI
shall indemnify and hold harmless Parent or such Affiliate from any liability
for such Tax, and against any loss, damage, liability or expense, including but
not limited to, reasonable fees for attorneys and other outside consultants,
incurred in contesting or otherwise in connection with such taxes and incurred
as a result of the failure of WWI to pay any Taxes that are its responsibility
under this Section 12.2(b).

SECTION 12.3. Partial Period Taxes. In order to apportion appropriately
any Taxes relating to any taxable year or period that includes an Interim
Period, the parties hereto shall, to the extent permitted under applicable law,
elect with the relevant Tax authority to treat for all purposes, the Closing
Date as the last day of the taxable year or period of WWI and each of the
Companies, as the case may be, and such

Interim Period shall be treated as a short taxable year and a Pre-Closing Period
for purposes of this Article XII. In any case where applicable law does not
permit WWI or one or more of the Companies, as the case may be, to treat the
Closing Date as the last day of the taxable year or period with respect to Taxes
that are payable with respect to an Interim Period, the portion of any such Tax
that is allocable to the portion of the Interim Period ending on the Closing
Date shall be:

(a) in the case of Taxes that are either (i) based upon or related
to income or receipts, or (ii) imposed in connection with any sale or other
transfer or assignment of property (real or personal, tangible or intangible)
(other than any Taxes imposed on any sales conveyances made pursuant to this
Agreement or contemplated by transactions described herein, the payment of which
is governed by Section 13.14 of this Agreement), deemed equal to the amount
which would have been payable had the relevant taxable year or period ended on
the Closing Date (except that, solely for purposes of determining the marginal
tax rate applicable to the income or receipts during such period in a
jurisdiction in which such tax rate depends upon the level of income or
receipts, annualized income or receipts may be taken into account, if
appropriate, for an equitable sharing of such Taxes); and

(b) in the case of Taxes not included in subparagraph (a) above that
are imposed on a periodic basis and measured by the level of any item, deemed to
be the amount of such Taxes for the entire period (or, in the case of such Taxes
determined on an arrears basis, the amount of such Taxes for the immediately
preceding period) multiplied by a fraction the numerator of which is the number
of calendar days in the Interim Period ending on the Closing Date and the
denominator of which is the number of calendar days in the entire relevant
period.

SECTION 12.4. Federal Income Tax Returns. For the purposes of Federal
Income Taxes, WWI and any U.S. Subsidiary shall close its books as of the
Closing, determined in accordance with Section 2.6(a). All items of income,
deduction, or credit for the period ending as of such Closing shall be reported
by Parent on its consolidated federal income tax return for its Taxable year
including the Closing Date. All items of income, deduction, or credit for the
period beginning on the day after the Closing Date shall be reported on the
consolidated federal income tax return of the Affiliated Group that will include
WWI and its U.S. Subsidiaries. Parent shall be liable for and shall pay, or
cause to be paid, all Taxes shown as due and owing on such consolidated federal
income tax return.

SECTION 12.5. State and Local Income Tax Returns Where Books Closed. For
the purposes of State and Local Income Taxes with respect to which it is
required or permitted to do so, WWI and any U.S. Subsidiary shall close its
books in a manner comparable to that described in Section 12.4. With regard to
any such State and Local Income Tax with respect to which WWI or such U.S.
Subsidiary closes its books:

(a) Parent shall be responsible for the preparation of all such
State and Local Income Tax returns for the period ending as of the Closing,
determined in accordance with Section 2.6(a). For any separate return that must
be filed by WWI or such U.S. Subsidiary (as distinguished from a combined or
unitary return in which WWI or such U.S. Subsidiary is included), Parent shall
furnish each such separate return to Purchaser, together with a check or checks
for the payment of any Tax shown due on such return. Purchaser shall cause each
such return to be executed by an officer of WWI or such U.S.

Subsidiary and filed, together with the check or checks furnished by Parent, in
accordance with the reasonable instructions of Parent. Parent shall be liable
for and shall pay, or cause to be paid, all Taxes shown as due and owing on such
Tax Returns and Parent shall indemnify and hold harmless Purchaser and its
Affiliates (including WWI and any Subsidiary) and their agents, officers and
employees for any liability arising from the execution and filing of such State
and Local Income Tax returns; and

(b) Purchaser shall be responsible for the preparation and filing of
all State and Local Income Tax Returns for any taxable year or period that
begins after the Closing Date.

SECTION 12.6. State and Local Income Tax Returns for Interim Periods.

(a) With respect to a State and Local Income Tax Return of WWI or
any U.S. Subsidiary for a tax period that includes but does not end on the
Closing Date with respect to which WWI or such U.S. Subsidiary does not close
its books as set forth in Section 12.5, not less than 30 days before the due
date of such return, Purchaser shall furnish Parent a copy of the Tax Return and
a statement of the amount of income tax that is Parent's responsibility. Such
Tax Return shall be prepared in accordance with the tax law and regulations of
the applicable jurisdiction and, subject to the foregoing, in a manner
consistent with prior practice. Parent's liability for the Taxes shown as due
and owing on any such Tax Return shall be determined in accordance with Section
12.3 above after crediting Parent with any estimated tax payments made by
Parent, WWI or any U.S. Subsidiary on or prior to the Closing Date. If the
estimated tax payments exceed Parent's responsibility for such Taxes, the excess
shall be paid by WWI to Parent no later than the due date for the relevant Tax
Return. If Parent does not agree with Purchaser's statement, Parent shall give
to Purchaser not later than 20 days before the due date of the return (A) notice
of specific reason or reasons Parent does not so agree and (B) a statement of
income tax liability that in Parent's opinion is Parent's responsibility. In
such case, Parent and Purchaser promptly shall confer and attempt to resolve the
disagreement and, not later than five days before the due date of the return,
Parent shall pay to WWI the full amount of its Tax liability shown as due and
owing on the relevant Purchaser's statement at least five days before the date
on which the related Tax Return is required to be filed and nothing in this
Section 12.6(a) shall relieve Parent of its responsibility for such income tax
because Parent has disagreed with Purchaser's statement.

(b) If Parent and Purchaser are not able to resolve a disagreement
described in paragraph (a) above, the matter shall be submitted as promptly as
practicable for dispute resolution as described in Section 13.18 of this
Agreement. If it is subsequently determined that Parent paid more than its
allocable share of any Tax liability, Purchaser shall notify Parent, in writing,
of such overpayment and within 10 days of such notice WWI shall refund to Parent
the amount of such overpayment, together with the interest that would be due on
an overpayment of Taxes (as determined in accordance with Section 6611 of the
Code).

SECTION 12.7. Foreign Income Tax Returns and All Other Tax Returns. Parent
also shall prepare and file, or cause to be prepared and filed, all Foreign
Income Tax Returns and any and all Other

Tax Returns required to be filed by WWI or any Company for any taxable year or
period ending on or before the Closing Date or the due date of which (after
giving effect to any extensions) is on or prior to the Closing Date. All such
Tax Returns shall be prepared and filed in a manner that is consistent with the
provisions set forth in Section 12.5 of this Agreement. Parent shall be liable
for and shall timely pay (or cause to be timely paid) all Taxes shown as due and
owing on all such Tax Returns. Purchaser shall prepare and file, or cause to be
prepared and filed, all Foreign Income Tax Returns and any and all Other Tax
Returns required to be filed by WWI or any Company for any taxable year or
period that begins prior to the Closing date and ends after the Closing Date or
the due date of which (after giving effect to any extensions) is after the
Closing Date. All such Tax Returns shall be prepared and filed, and the
liability for, and payment of, all Taxes shown as due and owing thereon shall be
determined, in a manner that is consistent with the provisions set forth in
Section 12.6 above.

SECTION 12.8. Tax Refunds. Any refunds or credits of Taxes of, or with
respect to, WWI or any Company that are attributable or allocable to a
Pre-Closing Period shall be for the account of Parent. Any refunds or credits of
Taxes of, or with respect to, WWI, or any Company that are attributable or
allocable to any period (or portion thereof) beginning after the Closing Date
(treating such date as the beginning of a short taxable year for this purpose)
shall be for the account of Purchaser. Purchaser shall, if Parent so requests
and at Parent's expense, cause the relevant entity (Purchaser, WWI, any Company
or any other Affiliate of Purchaser, or any successor to any of these parties)
to file for and obtain any refunds or credits to which Parent is entitled
hereunder, including, without limitation, through the prosecution of any
administrative or judicial proceeding which Parent, in its sole and absolute
discretion, chooses to direct such entity to pursue. Purchaser shall permit
Parent to control (at Parent's expense) the prosecution of any such refund or
credit claim, and when deemed appropriate by Parent, shall cause the relevant
entity to authorize by appropriate power of attorney such person as Parent shall
designate to represent such entity with respect to such refund claim. Parent
shall indemnify Purchaser and/or any Affiliate of Purchaser for any costs,
expenses or other losses incurred by Purchaser or any Affiliate of Purchaser in
connection with the prosecution of any such Tax refund or credit claim. WWI
shall pay over to the Parent the amount of any such Tax refund or credit, minus
the amount of any Taxes payable in respect of such amount by Purchaser or any
Affiliate of Purchaser, promptly after the Tax refund is received or any such
credit of Taxes is granted; provided, however, that if any such refund or credit
of Taxes is subsequently disallowed or redetermined, Parent shall repay promptly
to WWI the amount of such disallowed, or the amount of the reduction in such
redetermined, Tax refund or credit. Notwithstanding the foregoing, the control
of the prosecution of a claim for Tax refund or credit of Taxes pursuant to a
deficiency assessed subsequent to the Closing Date as the result of an audit
shall be governed by the provisions of Section 12.11 below.

SECTION 12.9. Cooperation. The Parent and the Purchaser shall cooperate
fully with each other and make available to each other in a timely fashion such
Tax data and other information as may be reasonably required by the Parent or
the Purchaser for the preparation of any Tax Returns required to be prepared and
filed by the Parent or the Purchaser hereunder, or in connection with the
preparation or filing of any election, consent or certification. The Parent and
the Purchaser will provide to each other, and the Purchaser will cause WWI, and
any Company to provide to the Parent, full access, at any reasonable time

and from time to time, at the business location at which the books and records
are maintained, after the Closing Date, to such Tax data of WWI and any Company
as the Parent or the Purchaser, as the case may be, may from time to time
reasonably request.

SECTION 12.10. Tax Agreements and Arrangements. Effective as of the
Closing Date, all agreements and arrangements or Tax sharing practices pursuant
to which WWI or any Company makes a payment of Tax with respect to a
consolidated, combined, or unitary group that includes a corporation other than
WWI and the Companies are terminated with respect to WWI and the Companies, and
Parent covenants to Purchaser that neither WWI nor any Company shall have any
liability under any such agreement or arrangement.

SECTION 12.11. Contests.

(a) Purchaser shall promptly notify Parent in writing if Purchaser
or any Affiliate of Purchaser receives, after the Closing Date, any written
notice of a proposed assessment or claim in an audit or administrative or
judicial proceeding involving WWI, any Company or any other Affiliate of
Purchaser which, if determined adversely to the relevant taxpayer, would be
grounds for indemnification under Section 12.2(a) of this Agreement; provided,
however, that a failure to give such notice will not affect a Purchaser
Indemnified Person's right to indemnification hereunder, except to the extent,
if any, that, but for such failure, Parent could have avoided the Tax liability
in question. In the case of an audit or administrative or judicial proceeding
that relates to any Pre-Closing Period, provided that within 60 days after
Parent receives the written notice from Purchaser required under Section
12.11(a) and prior to taking any action with respect to such audit or
administrative or judicial proceeding, Parent acknowledges in writing its
liability under Section 12.2(a) of this Agreement to hold the relevant Purchaser
Indemnified Person (or Persons) harmless against the full amount of any
adjustment which may be made as a result of such audit or proceeding, Parent
shall have the right at its own expense to control the conduct of such audit or
proceeding; provided, however, that Parent shall not settle or otherwise
compromise any issue or matter without the Purchaser's prior written consent if
such issue or matter could have a material adverse effect on the Tax liability
of Purchaser, WWI, any Company or any other Affiliate of Purchaser for a
post-Closing taxable year or period. Purchaser also may participate in any such
audit or proceeding at its own expense and, if Parent does not assume the
defense of any such audit or proceeding, Purchaser may, without any effect to
its or any other Purchaser Indemnified Persons' right to indemnification under
Section 12.2(a) of this Agreement, defend the same in such manner as it may deem
appropriate, including, but not limited to, settling such audit or proceeding.
In the case of an audit or administrative or judicial proceeding that relates to
any period that begins before and ends after the Closing Date, Parent and
Purchaser shall jointly control the conduct of such audit or proceeding, each to
bear its own expenses. Except as expressly set forth in this Section 12.11(a),
Purchaser shall control at its own expense the conduct of any and all audits or
the proceedings related to the Taxes, or the Tax liability, of WWI and the
Companies.

(b) Parent and Purchaser shall cooperate, and after the Closing
Purchaser shall cause

WWI and each Company to cooperate, to the extent that it is reasonable and
helpful in any Proceeding, including making available relevant records and
documents in their possession. Neither Parent, Purchaser, WWI nor any Company
shall be required to disclose a consolidated, combined, or unitary Tax Return
including a corporation that is not WWI or any of the Companies, but if
information with respect to WWI or any Company contained in such a Tax Return is
relevant to a Proceeding, such information shall be furnished as a pro forma
separate return of WWI, or any Company.

SECTION 12.12. Timing of Payments. Payment of any amounts due in respect
of Taxes for any Interim Periods shall be made by Parent at least five days
before the due date of the applicable estimated or final Tax Return required to
be filed by Purchaser on which is required to be reported income for such
Interim Period and for which Parent is responsible under Sections 12.6 or 12.7
of this Agreement without regard to whether the Tax Return shows overall net
income or loss for such period. With respect to indemnity payments due under
Section 12.2(a) or Section 12.2(b) of this Agreement, payment by Parent or WWI
shall be made within five Business Days after the date that such party has been
notified by the other that it has a liability for a determinable amount under
this Article XII and is provided with calculations or other materials supporting
such liability.

SECTION 12.13. Termination of Parent's Indemnity Obligations.
Notwithstanding any provision herein to the contrary, the obligations of Parent
to indemnify and hold harmless any Purchaser Indemnified Person pursuant to this
Article XII shall terminate at the close of business on the 30th day following
the expiration of the applicable statute of limitations with respect to the Tax
liabilities in question (after giving effect to any waiver, mitigation or
extension thereof).

SECTION 12.14. Miscellaneous Tax Matters.

(a) Parent's Affiliated Group has not elected or applied for
permission, and shall not elect or apply for permission, to discontinue filing
consolidated Federal Income Tax Returns.

(b) On or before the Closing Date, Parent shall provide Purchaser
with a statement meeting the requirements of Treas. Reg. Section
1.1445-2(b)(2)(i).

(c) After the Closing Date, Purchaser shall cause WWI or any Company
to elect where permitted by law, to carry forward any net operating loss, net
capital loss, charitable contribution, or other item arising after the Closing
Date that would, absent such election, be carried back to a taxable period of
WWI or such Subsidiary ending on or before the Closing Date.

(d) Parent shall not file and shall cause each corporation that is
an Affiliate of Parent after the Closing Date not to file, any claim for refund
or credit, of Tax paid by WWI or any Company. The preceding sentence shall not
restrict Parent from (i) filing a claim for refund or credit, or filing an
amended return claiming a refund or credit, of income tax paid with respect to a
consolidated, combined, or unitary tax return of Parent, notwithstanding the
fact that WWI or such Company is included in such a return, (ii) filing a claim
for refund for any Tax paid by Parent as a result of its indemnity obligations
under this Article or (iii) filing with any state or local taxing authority a
report required by law of federal changes.

(e) To the extent that Purchaser does not make a Section 338(g)
election with respect to one or more Foreign Subsidiary (a "Non-338(g) Foreign
Subsidiary"), Purchaser agrees that after the

Closing and during the taxable year of any such Non-338(g) Foreign Subsidiary in
which the deemed sale of the stock of such Non-338(g) Foreign Subsidiary occurs
pursuant to an election under Section 338(h)(10) of the Code, the Purchaser will
not cause such Non-338(g) Foreign Subsidiary and such Non-338(g) Foreign
Subsidiary will not (i) make distributions from its current or accumulated
earnings and profits; (ii) make an investment in United States property as that
investment is described in Section 956 of the Code, (iii) become a party to a
Code Section 304 transaction, or (iv) enter into transactions outside the
ordinary course of business that would result in any such Non-338(g) Foreign
Subsidiary deriving subpart F income as that term is defined in Section 952(a)
of the Code.

(f) In filing its Federal Income Tax Return for the period that
includes the Closing Date, WWI will elect, pursuant to Section 197(f)(9)(B) of
the Code and to U.S. Proposed Treasury Regulation Section 1.197-2(h)(9) (or such
regulation as then shall be left in effect), by a statement filed with such Tax
Return, to recognize gain on the deemed disposition of its entire shareholding
in the LLC (as defined in Exhibit A attached hereto). Notwithstanding the
foregoing, WWI will not be required to file such statement if Proposed Treasury
Regulation Section 1.197-2(h)(9), as adopted in final form, or the preamble
thereto, explicitly provides that such statement is not required.

SECTION 12.15. Purchase Price Adjustment. Any indemnification payment made
by WWI to Parent or by Parent to Purchaser or to WWI, or any Company on behalf
of Purchaser pursuant to this Agreement shall be treated by Purchaser and Parent
as an adjustment to the Purchase Price for Tax purposes.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1. Termination of Agreement. This Agreement may be terminated
at any time prior to the Closing only as follows:

(a) by mutual written consent of Purchaser and Parent; or

(b) by either Purchaser or Parent if the Closing shall not have
occurred by the day which is five months after the date hereof, provided
however, that the right to terminate this Agreement under this Section 13.1(b)
shall not be available to Parent or Purchaser, as the case may be, if the
failure to consummate the Closing by such date shall be due to the failure of
the party seeking to terminate this Agreement to have fulfilled in a material
respect any of its obligations under this Agreement; or

Section 9.5 or Section 10.3 applicable to its obligation to close which has
become a nonappealable final order, decree or judgment.

In the event of termination of this Agreement by either or both of
the parties pursuant to this Section 13.1, written notice thereof shall
forthwith be given to the other party specifying the provision hereof pursuant
to which such termination is made, and this Agreement shall forthwith become
void and of no further force and effect, and no party hereto shall have any
liability to the other party or its respective Affiliates, directors, officers
or employees, except for the obligations set forth in Sections 5.2, 13.2, 13.9,
13.12, 13.13, 13.14, 13.15, 13.17 and 13.18 and this Section 13.1 hereof, which
shall survive such termination; provided nothing in this Section 13.1 shall
relieve any party from any liability for any breach of such party's covenants or
agreements contained in this Agreement prior to such termination or, to the
extent of reimbursement of the other party's expenses, for any breach of such
party's representations and warranties under this Agreement.

SECTION 13.2. Expenses. Unless otherwise specified in this Agreement, all
costs and expenses, including, without limitation, fees and disbursements of
counsel, financial advisors, consultants and accountants, incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such costs and expenses; provided Parent will pay all costs
incurred by the Companies (other than those caused to be incurred by Purchaser
on or after the Closing) in connection with, and shall insure that there is no
diminution in the value to be transferred hereunder to the Purchaser as a result
of, the transactions which are the subject of this Agreement, including, without
limitation, legal and accounting fees.

SECTION 13.3. Waiver. The accuracy of any representation or warranty, the
performance of any covenant or agreement or the fulfillment of any condition of
this Agreement by Purchaser on the one hand or Parent on the other, may be
expressly waived in writing by Purchaser or Parent, as appropriate. Any waiver
hereunder shall be effective only in the specific instance and for the purpose
for which given. No failure or delay on the part of Purchaser or Parent in
exercising any right, power or privilege under this Agreement shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. In the event that any one or
more of the provisions contained in this Agreement or in any other instrument
referred to herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement or any other such
instrument.

SECTION 13.4. Consents. Whenever this Agreement requires a permit or
consent by or on behalf of either party hereto, such consent shall be given in
writing in a manner consistent with the requirements for a waiver of compliance
as set forth in Section 13.3.

SECTION 13.5. Assignment; Parties in Interest. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of, and be
enforceable by, the parties hereto and their

respective successors and permitted assigns, provided, however, that neither
this Agreement nor any of the rights, interests or obligations herein may be
assigned, including by operation of law or otherwise, by any party hereto
without the prior written consent of the other party, except that the Purchaser
may assign its rights and obligations under this Agreement to a lender in
connection with the financing referred to in Section 4.7 hereof and to any
Affiliate of Purchaser, including a corporation which is wholly-owned by
Purchaser or by Persons or entities which own all the outstanding stock of
Purchaser, if Purchaser unconditionally guarantees that such Affiliate to which
Purchaser's rights and obligations are assigned will perform fully all the
obligations of Purchaser under this Agreement.

SECTION 13.6. Further Assurances. Each of the parties hereto agrees that,
from and after the Closing, upon the reasonable request of any other party
hereto and without further consideration, such party will promptly execute,
acknowledge and deliver to such other party such documents and further
assurances and will take such other actions (without cost to such party) as such
other party may reasonably request in order to carry out the purpose and
intention of this Agreement.

SECTION 13.7. Entire Agreement. This Agreement, the Confidentiality
Agreement referred to in Section 5.2, the other Exhibits to this Agreement, and
the agreements specifically referred to herein or delivered pursuant hereto or
executed on the date hereof between the parties contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and
supersede all prior agreements with respect thereto.

SECTION 13.8. Amendment. This Agreement may be amended or modified in
whole or in part only by a duly authorized written agreement that refers to this
Agreement and is signed by each of the parties hereto or by their duly appointed
representatives or successors.

SECTION 13.9. Limitations on Rights of Third Parties. Nothing expressed or
implied in this Agreement is intended or shall be construed to confer upon or
give any Person other than the parties hereto any rights or remedies under or by
reason of this Agreement or any transaction contemplated hereby.

SECTION 13.10. Captions. The captions in this Agreement are inserted for
convenience of reference only, do not constitute part of this Agreement and
shall not affect the construction or interpretation of any provision of this
Agreement.

SECTION 13.11. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than one such
counterpart.

SECTION 13.12. Notices. All notices, claims, certificates, requests,
demands and other communications hereunder shall be in writing and will be
deemed to have been duly given if personally delivered or telecopied or on the
date of receipt indicated on the return receipt if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:

(a) If to Parent:

X. X. Xxxxx Company
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000

Telecopy Number: 000-000-0000
Attention: Senior Vice President and General Counsel

(b) If to Purchaser and/or Guarantor:

c/o Artal Luxembourg S.A.
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxx Xxxx, Xxxxxxxxxx 0000

Facsimile No.: 000-00-00-00
Attention: Managing Director

with copies to:

The Invus Group, Ltd.
000 Xxxx 00xx Xxxxxx - 00xx Xxxxx
Xxx Xxxx, XX 00000

Facsimile No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx

Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000

Facsimile No.: (000) 000-0000
Attention: Xxxxxx X. Xxxxx, Esquire

or to such other address as the person to whom notice is to be given may have
previously furnished to the other in writing in the manner set forth above.

(c) Purchaser and Guarantor hereby irrevocably and unconditionally
designate and direct Xx. Xxxxx Xxx Xxxxx, with offices on the date hereof at
Northwestern University School of Law, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000, as their agent to receive service of any and all process and
documents on their behalf in any legal action or proceeding related to this
Agreement and agree that service upon such agent shall constitute valid and
effective service upon Purchaser and Guarantor and that failure of such agent to
give any notice of such service to Purchaser and Guarantor shall not affect or
impair in any way the validity of such service or of any judgment rendered in
any action or proceeding based thereon.

SECTION 13.13. Governing Law. This Agreement and the rights and duties of
the parties

hereunder shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York.

SECTION 13.14. Transfer Taxes and Governmental Approvals Filing Fees.
Notwithstanding the provisions of Article XII, (i) all excise, sales, value
added, use, registration, stamp, transfer and other similar excise or conveyance
taxes, levies, charges and fees incurred in connection with this Agreement and
the transactions contemplated hereby, and (ii) the fees for the Governmental
Approvals Filings, shall be borne equally by Parent and Purchaser. Purchaser and
Seller shall cooperate in providing each other appropriate resale exemption
certificates and other appropriate tax documentation.

SECTION 13.15. Public Announcements. All public announcements relating to
this Agreement or the transactions contemplated hereby shall be made at such
time and in such manner as the parties hereto shall mutually agree, except that
nothing in this Agreement shall prevent a party hereto from making any
disclosure in connection with the transactions contemplated by this Agreement to
the extent required by law or to the extent required by any securities exchange
on which a party has listed its securities provided that prior notice of such
disclosure is given to the other party.

SECTION 13.16. Schedules. Any item disclosed in the Schedules attached
hereto, under any specific Schedule number hereof, shall be deemed to have been
disclosed for all purposes of any other Schedule but only to the extent that the
applicability of the information disclosed to such other representation and
warranty or Schedule is reasonably apparent. Disclosure of any fact or item in
any Schedule hereto shall not necessarily mean that such fact or item is
material.

SECTION 13.17. Guaranty.

(a) Guarantor hereby guarantees the performance of each of the
obligations (financial or otherwise) of the Purchaser and any assignee Affiliate
under this Agreement including, without limitation, any obligation to indemnify
Parent pursuant to Article XI hereof or otherwise, provided that (i) the
aggregate liability of Guarantor under this paragraph will not exceed $25
million and (ii) the guarantee of Guarantor will terminate upon completion of
the Closing.

(b) Guarantor hereby represents and warrants to Parent that (i) it
is a corporation duly organized and validly existing under the laws of the Grand
Duchy of Luxembourg; (ii) it has all corporate power and authority necessary to
authorize Purchaser to enter into this Agreement and to perform its obligations
hereunder; (iii) all corporate actions necessary to authorize Purchaser to enter
into this Agreement and to perform its obligations hereunder have been taken;
and (iv) the agreement of Guarantor contained in this Section 13.17 is a valid
and binding agreement of Guarantor, enforceable against it in accordance with
its terms.

SECTION 13.18. 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.

SECTION 13.19. Time of Essence. With regard to all dates and time periods
set forth or referred to in this Agreement, time is of the essence.

SECTION 13.20. Joint Promotion. Parent and Purchaser acknowledge and agree
to use their reasonable best efforts to negotiate the form of a Joint
Promotional Agreement with respect to cross-promotional activities between WWI
after the Closing and Parent and its Affiliates and to attach the Joint
Promotional Agreement to this Agreement as Exhibit K, no later than August 23,
1999 as a document to be executed and delivered at Closing; provided, however,
that there shall be no requirement that the parties agree upon the Joint
Promotional Agreement as a condition to the Closing of the transactions
contemplated under this Agreement and the failure to so agree shall not affect
or limit any party's obligation to close hereunder.

(Remainder of page intentionally left blank)

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the duly authorized officers of Parent, WWI, Purchaser and Guarantor as of the
date first above written.

X. X. XXXXX COMPANY

By: /s/ Xxxxxxxx X. Ring
Name: Xxxxxxxx X. Ring
Title: Vice President--Business Development

WEIGHT WATCHERS INTERNATIONAL,
INC.

By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Vice President

ARTAL INTERNATIONAL S.A.

By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Managing Director

ARTAL LUXEMBOURG S.A., only as to
Section 13.17

By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Managing Director

Xxxxx'x Version

LICENSING KEY TERM SHEET

All capitalized terms are defined in the Operating Agreement
unless otherwise indicated.

------------------------------------------------------------------------------------------------------------------------------------
TRADEMARK
LICENSING
HEINZ LICENSE AGREEMENT WWI LICENSE AGREEMENT AGREEMENT
------------------------------------------------------------------------------------------------------------------------------------

Parties
Licensor LLC LLC WWI
Licensee Heinz WWI Heinz
------------------------------------------------------------------------------------------------------------------------------------
Licensed All food and beverage products in those All food and beverage products in All food and
Products categories set forth in Schedule A to the categories other than those beverage products in
Operating Agreement set forth in Schedule A to the those categories set
Operating Agreement forth in Schedule A
to the Operating
Agreement
------------------------------------------------------------------------------------------------------------------------------------
Licensed Rights Food Trademarks and Program Information Food Trademarks and Program Food Classes in
(except Just 2 Points) Information Improvements Multiclass
Trademarks,
Associated Food
Trademarks, Non-
Recognition Food
Trademarks, Non-
Transferable Food
Applications
------------------------------------------------------------------------------------------------------------------------------------
Territory World, except as set forth on Schedule A World Xxxxx Xxxxx License
to the Operating Agreement
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Grant Exclusive right to use the Licensed Rights on Exclusive right to use the Xxxxx Xxxxx License
the Licensed Products. Licensed Rights on the Licensed
Products.
Licensee may sublicense the use of the
Licensed Rights to a person located in any Licensee may sublicense the use of
country in the world in which Licensee or the Licensed Rights in any country
Licensee's Affiliates are manufacturing, in the world. There is no limit to
marketing, distributing or selling any food the number of levels of sublicense
or beverage products; provided, however, that that may be authorized by Licensee
this sentence will not be interpreted as a to an Affiliate. Licensee and its
limitation on the territory that any such Affiliates may grant a sublicense
Sublicensee is authorized under such to a person who is not an
sublicense to distribute and sell the Affiliate, but any such sublicense
Licensed Products. There is no limit to the shall not include any right to
number of levels of sublicense that may be sublicense to any person not an
authorized by Licensee as long as such Affiliate of the first
sublicensee is an Affiliate of Licensee. sublicensee.
Licensee may sublicense to one level only
outside of its Affiliates. Non-exclusive, irrevocable and
renewable, royalty free right to
use the Licensed Rights in
connection with sale of food and
beverage products permitted under
Section 2.03(f) of the Operating
Agreement.
------------------------------------------------------------------------------------------------------------------------------------
Non-exclusive right to use the Licensed
Rights in connection with food and beverage
products other than the Licensed Products
("Other Products") throughout the world only
in respect to and to the extent necessary to
fulfill obligation pursuant to the (i)
licenses by Weight Watchers to parties
including Heinz or its Affiliates granting
rights to manufacture, market, distribute or
sell Other Products under the Food Trademarks
("Direct Food Trademark Licenses"), which
have been assigned to Heinz and to which
Heinz has assumed the obligations of Weight
Watchers on the Effective Date and (ii) all
sublicenses by Heinz or its Affiliates to
third parties granting the right to
manufacture, market, distribute or sell Other
Products, under the Food Trademarks ("Heinz
Sublicenses"). License to apply to Other
Products on the same terms and conditions as
if they were Licensed Products for five (5)
years from the Effective Date.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Consideration; Licensee will grant access and a right to Licensee will grant access and a
Cross-License sublicense to Licensor's other licensee a right to sublicense to Licensor's
non-exclusive right to use on its Licensed other licensee a non-exclusive
Products any and all Program Information right to use on its Licensed
Improvements, including a right of use on new Products the Program Information,
applications and any new Program Information, including a right of use on new
including calculation of Points values, applications and any new Program
developed or adopted by or on behalf of Information, including calculation
Licensee, Licensee's Affiliates or of Points values, developed or
Sublicensees after the Effective Date. adopted by or on behalf of
Licensee, Licensee's Affiliates or
Sublicensees after the Effective
Date. All such new information
shall automatically be included in
the definition of Program
Information and shall be made
available to Licensor.
------------------------------------------------------------------------------------------------------------------------------------
Quality Control All products manufactured, marketed, All products manufactured, Same as Heinz
Grandfathering distributed and sold prior to the Effective marketed, distributed and sold and License on its
Date utilizing Food Trademarks or Program products of a quality comparable Licensed Products.
Information are deemed to be approved by to those manufactured, marketed,
Licensor and in compliance with the Quality distributed, and sold by
Control Requirements as defined in the LLC Licensor's other licensee prior to
Agreement. the Effective Date utilizing Food
Trademarks are deemed to be
Quality control provisions relating to the approved by Licensor and in
Food Trademarks in third party manufacturing compliance with the Quality
agreements existing on the Effective Date are Control Requirements as defined in
deemed to be approved by the Licensor. the LLC Agreement.

Quality control provisions
relating to the Food Trademarks in
third party manufacturing
agreements entered into by
Licensee and comparable to such
provisions in said agreements
entered into by Heinz and existing
on the Effective Date are deemed
to be approved by the Licensor.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Quality Control All Licensed Products and uses of the Food All Licensed Products and uses of Substantively same
Enforcement Trademarks shall conform to the Quality the Food Trademarks shall conform as Heinz License.
Control Requirements. to the Quality Control Quality control
Requirements. exercised by LLC
All Licensed Products and uses of the Program with regard to Food
Information Trademarks shall conform to Licensee shall submit reports Trademarks and by
quality control requirements to be adopted by regarding quality control WWI with regard to
the licensor of Licensor's rights therein procedures and regarding Program Information
(i.e. WWI) ("Program Information Trademark compliance with the Quality Trademarks.
Standards") and enforced by the LLC Control Requirements on a
substantially similar to the Quality Control quarterly basis.
Requirements as defined in the LLC Agreement.
All sublicenses to conform to
Licensee shall submit reports regarding license with respect to quality
quality control procedures and regarding control provisions. Licensee to
compliance with the Quality Control have primary responsibility for
Requirements and Program Information policing sublicenses.
Trademark Standards on a quarterly basis.
Mechanisms for enforcing quality
All sublicenses to conform to license with control as set forth in the LLC
respect to quality control provisions. Agreement.
Licensee to have primary responsibility for
policing sublicenses.

Mechanisms for enforcing quality control as
set forth in the LLC Agreement.
------------------------------------------------------------------------------------------------------------------------------------
Review of New Licensor may object to any proposed new Licensor may object to any Same as Heinz
Products Licensed Product only on the grounds that proposed new Licensed Product only License.
such proposed new Licensed Product does not on the grounds that such proposed
conform to the Quality Control Requirements. new Licensed Product does not
conform to the Quality Control
Licensor on behalf of the Program Information Requirements.
licensor (i.e. WWI) may object to the use of
Program Information Trademarks only on
grounds of nonconformance with Program
Information Trademark Standards. WWI may
object to use of Program Information
terminology only on grounds of substantial
inaccuracy in the presentation, application
or calculation.
------------------------------------------------------------------------------------------------------------------------------------
Quality Control On twenty-one (21) days prior written notice On twenty-one (21) days prior Ditto
Audit from Licensor and not more than once per . written notice from Licensor
calendar year and not more than once per
calendar year.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Proprietary "WEIGHT WATCHERS is the registered trademark "WEIGHT WATCHERS is the registered "[TRADEMARK] is the
Rights Notice of WW Foods, LLC" on Licensed Products trademark of WW Foods, LLC" on registered trademark
Licensed Products of Weight Watchers
"[PROGRAM INFORMATION TRADEMARK] is the International, Inc."
registered service xxxx [or trademark] of "[PROGRAM INFORMATION TRADEMARK]
Weight Watchers International, Inc." on is the registered service xxxx [or "[PROGRAM INFORMATION
Licensed Products trademark] of Weight Watchers TRADEMARK] is the
International, Inc." on Licensed registered service
Products xxxx [or trademark] of
Weight Watchers
"WEIGHT WATCHERS is the registered International, Inc."
trademark of Weight Watchers on Licensed Products
International, Inc." with respect
to Weight Watchers Business
products, other than Licensed
Products. "WEIGHT WATCHERS is the
registered service xxxx of Weight
Watchers International, Inc." with
respect to Weight Watchers
Business services.
------------------------------------------------------------------------------------------------------------------------------------
Confidentiality Information exchanged to be treated as Information exchanged to be Same as Heinz
confidential as per Section 2.12 of Operating treated as confidential as per license.
Agreement. Section 2.12 of Operating
Agreement.
Program Information know-how to be deemed
Confidential Information. Program Information Improvements
to be deemed Confidential
Information.
------------------------------------------------------------------------------------------------------------------------------------
Term An initial term of twenty-five (25) years at An initial term of twenty-five Ditto
which time this Agreement will automatically (25) years at which time this
renew for consecutive terms of twenty-five Agreement will automatically renew
(25) years each, terminable as per Section for consecutive terms of
2.16 of Operating Agreement.. twenty-five (25) years each,
terminable as per Section 2.16 of
Operating Agreement.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Preservation of All trademarks used by Licensee that are All trademarks used by Licensee Licensor and
Trademarks derived from, identical or confusingly that are derived from, identical licensee to share
similar to any Formation Trademark must be or confusingly similar to any costs of renewals and
registered in the name of and contributed to Formation Trademark must be maintenance.
the LLC as New Food Trademarks. registered in the name of and Licensee to bear cost
contributed to the LLC as New Food of splitting
Licensor to maintain registrations and to Trademarks. Multiclass
file and prosecute applications for New Food Trademarks.
Trademarks as per LLC Agreement. Licensor to maintain registrations Licensor to file and
and to file and prosecute prosecute
applications for New Food applications for new
Trademarks as per LLC Agreement. Associated Food
Trademarks at
Licensee's request
and expense.
------------------------------------------------------------------------------------------------------------------------------------
Infringement Either party may, but shall not be obligated Either party may, but shall not be Same as Heinz
to, bring or cause to be brought, at its own obligated to, bring or cause to be License.
cost and expense, any proceeding for brought, at its own cost and
infringement, unauthorized use, or expense, any proceeding for
interference with any Food Trademark infringement, unauthorized use, or
hereunder to the extent permissible under interference with any Food
local law. Other party to join as may be Trademarks to the extent
required by local law. WWI as Licensor's permissible under local law. Other
licensor to have sole discretion regarding party to join as may be required
infringement of Program Information. under local law.

With respect to any infringement, With respect to any infringement,
unauthorized use, interference with or unauthorized use, interference
violation of the Food Trademarks by a third with or violation of the Food
party which does not primarily affect Trademarks by a third party which
Licensed Products, Licensee may, at its cost does not primarily affect Licensed
and expense, bring or cause to be brought any Products, Licensee may, at its
prosecution, lawsuit, action, or proceeding cost and expense, bring or cause
for infringement, unauthorized use, or to be brought any prosecution,
interference with or violation of any of the lawsuit, action, or proceeding for
rights of Licensee or Licensor, provided none infringement, unauthorized use, or
of Licensor's other licensees whose licensed interference with or violation of
uses of the Food Trademarks are primarily any of the rights of Licensee or
affected brings prompt legal action. Licensor, provided none of
Licensor's other licensees whose
Program Information Trademarks not to be used licensed uses of the Food
as brands or sub-brands. Trademarks are primarily affected
brings prompt legal action.
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

Indemnification Licensee shall indemnify Licensor from claims Licensee shall indemnify Licensor Ditto.
arising out of the use of the Food from claims arising out of the use
Trademarks, and shall indemnify WWI as of the Food Trademarks and shall
Licensor's licensor from claims arising out indemnify Heinz from claims
of the use of the Program Information, after arising out of use of the Program
the Effective Date. Information Improvements, after
the Effective Date.
------------------------------------------------------------------------------------------------------------------------------------
Insurance As per Operating Agreement. As per Operating Agreement. Ditto.

------------------------------------------------------------------------------------------------------------------------------------
Assignment; As per Operating Agreement. As per Operating Agreement. Ditto.
Transfer
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT 2d

DISCLOSURE SCHEDULES

RECAPITALIZATION AND STOCK PURCHASE AGREEMENT

AMONG

WEIGHT WATCHERS INTERNATIONAL, INC.

and

X. X. XXXXX COMPANY

and

ARTAL INTERNATIONAL S.A.

JULY 22, 1999

DISCLOSURE SCHEDULES

Attached hereto are the Disclosure Schedules of the Parent referred to in
the Recapitalization and Stock Purchase Agreement dated as of July 22, 1999 (the
"Agreement").

Capitalized terms used herein have the meanings attributed to them in the
Agreement unless the context indicates otherwise. The inclusion of any agreement
or other matter as part of these Schedules or any attachment hereto should not
be interpreted as indicating that the Parent has determined that such agreement
or other matter is necessarily material to the Business or required to be
disclosed under such Schedule or agreement.

Any item disclosed in the Schedules attached hereto, under any specific
Schedule number hereof, shall be deemed to have been disclosed for all purposes
of any other Schedule but only to the extent that the applicability of the
information disclosed to such other representation and warranty or Schedule is
reasonably apparent.

LIST OF SCHEDULES

1.1 Food Products

2.4 Indebtedness for Borrowed Money to be Discharged

3.1 Incorporation; Qualification

3.4 No Conflict

3.5 Capitalization

3.6 Stock Ownership; Title to Shares

3.7(a) Financial Statements

3.7(b) Undisclosed Liabilities

3.8(b) Real Property Leases

3.8(c) Disclosures relating to Real Property Leases

3.9(a) Material Contracts

3.9(b) Exceptions to Validity, Force and Effect of Material
Contracts; Events of Default

3.10 Employee Benefit Plans

3.11 Absence of Certain Changes

3.12 Litigation

3.13 Compliance with Laws; Permits

3.14 Franchise Agreements

3.15(a)(i) U. S. Intellectual Property Assets

3.15(a)(ii) Other Company Intellectual Property Assets

3.15(a)(iii) Patent Applications and Applications for Registration of
Intellectual Property

3.15(a)(iv) U. S. Copyright Registrations

3.15(b) Food Licenses

3.15(c) Intellectual Property - Encumbrances

3.15(d) Exceptions to Intellectual Property

3.16 Taxes

3.19 Subsidiaries

3.20 Accounts Receivable

3.21 Year 2000

4.4 No Conflict (Purchaser)

5.3 Conduct of Business

5.8 Claims

6.6 Guarantees

7.1(a)(1) Parent Employees Permanently Assigned to WWI

7.1(a)(2) Parent's Severance Policies

8.1 Excluded Assets and Liabilities

9.6 Governmental Approvals

SCHEDULE 1.1

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Food Products

See the attached list of Heinz Licensed Products as that term is
defined in the Operating Agreement.

SCHEDULE 2.4

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Indebtedness for Borrowed Money to be Discharged

1. Name of Entity Type of Debt Balance (as of April, 1999)
--------------------------- ---------------------------

WW UK Line of Credit and Overdraft 0
WW France Line of Credit 0
WW Germany Line of Credit $6,239,000
WW Switzerland Line of Credit $ 451,000

2. Set-Off Agreement - Standard Guarantee and Indemnity - Company - Interlocking
between X. X. Xxxxx Company Australia Group and National Australia Bank Limited
dated October 9, 1996

SCHEDULE 3.1

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Incorporation; Qualification

True and complete copies of the certificates of incorporation and by-laws of
Parent, Heinz Australia, WWI, Fortuity Australia and Fortuity NZ have been
previously delivered to Purchaser.

SCHEDULE 3.4

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

No Conflict

(a) Subject to any amendments to WWI's Articles of Incorporation
that are required pursuant to Section 5.16 of the Agreement

(b) (i) Management Agreement dated March 18, 1997 between
Fortuity Pty Limited, Logo Incorporated Pty Limited,
Xxxxxxx Xxxxxxxx Xxxx, X. X. Xxxxx Company Australia
Limited and GutBusters Pty Limited and related Agreement
dated April 12, 1999

(ii) The transfer of assets including employees from Fortuity
New Zealand to NZ Newco terminates the employment
arrangement with the Fortuity New Zealand employees. The
current employment agreements require notice of
termination of employment. A conditional notice of
termination and letter of offer will be given to the
employees prior to the Closing in connection with the
New Zealand Reorganization.

(d) (i) Foreign Governmental Approval Filings
*Australia (Foreign Investment Review Board); provided
this consent must be received prior to Closing and
cannot be waived as a condition to Closing
Belgium
European Union
Estonia
*Finland
*Germany
Italy
Latvia
Netherlands
*New Zealand (Overseas Investment Commission) with
regard to the New Zealand Reorganization

Poland
*Sweden
Switzerland

Note: In the event that, after the execution of the Agreement,
Purchaser's counsel and Parent's counsel mutually agree
that any of the foregoing consents are not required,
then neither party will be required to obtain such
consents pursuant to Section 5.5(b) and Section 6.3, as
applicable.

(ii) Notice of the transaction must be given to Federal Trade
Commission pursuant to In the Matter of Weight Watchers
International, Inc., United States of America Before
Federal Trade Commission, Docket No. 9261

SCHEDULE 3.5

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Capitalization

1. Stock Purchase Agreement and related agreements between WWI and/or Weight
Watchers Sweden and L. Arvidsson dated March 31, 1995

2. Stock Purchase Agreement and related agreements between WWI and/or Weight
Watchers Finland and X. Xxxxxx effective May 1, 1996

3. Share Mortgage dated May 9, 1990 between Logo Incorporated Pty Ltd and X.
X. Xxxxx Company Australia Limited

4. Management Agreement dated March 18, 1997 between Fortuity Pty Limited,
Logo Incorporated Pty Limited, Xxxxxxx Xxxxxxxx Xxxx, X. X. Xxxxx Company
Australia Limited and GutBusters Pty Limited and related Agreement dated
April 12, 1999

5. Management Deed between Fortuity New Zealand Limited, Ultra-Six Pty
Limited, Xxxxxxx Xxxxxxxx Xxxx and Xxxxx-Xxxxxx Holdings Limited dated
January 16, 1998 and related Amendment dated March 18, 1999

6. Shareholder Deed between Fortuity New Zealand Limited, Ultra-Six Pty
Limited, Xxxxxxx Xxxxxxxx Xxxx and Xxxxx-Xxxxxx Holdings Limited dated
January 16, 1998 and related Amendment dated March 18, 1999

7. Letter Agreement between X. X. Xxxxx Company, Xxxxxxx X. Xxxx, Logo
Incorporated Pty Ltd and Ultra-Six Pty Ltd dated July 19, 1999 (agreement
pursuant to which (i) Xxxxxxx Xxxx agreed to sell his shares to the buyer
of the Business or to Heinz or its designee in conjunction with Heinz
Australia's sale of its Fortuity Pty Ltd shares and (ii) employment and/or
consulting arrangements with Xxxxxxx Xxxx, Xxxxxxx Xxxx or companies
controlled by Xxxxxxx Xxxx will be terminated as of the Closing including
the agreements listed in Items 3, 4, 5 and 6 above).

8. See the attached chart as to the capital structure of the U.S.
Subsidiaries and the Principal Foreign Subsidiaries.

9. The first sentence of Section 3.5 is qualified by the amendments, if any,
to WWI's Articles of Incorporation required pursuant to Section 5.16 of
the Agreement.

Weight Watchers International, Inc.
Domestic Subsidiaries
Authorized, Issued and Outstanding Stock

WWI is the registered owner of all of the following issued stock:

Active Subsidiaries

Authorized Stock*

Issued Stock

Outstanding Stock

W.W. Inventory Service Corp

1,000 Shares
1,000 Shares
1,000 Shares

W.W. Weight Reduction Services, Inc.

200 Shares
200 Shares
200 Shares

W.W.I. European Services, Ltd.

200 Shares
200 Shares
200 Shares

W/W Twentyfirst Corporation

200 Shares
200 Shares
200 Shares

Weight Watchers Direct, Inc.

1,000 Shares
1,000 Shares
1,000 Shares

Weight Watchers North America, Inc.

1,000 Shares
1,000 Shares
1,000 Shares

Inactive Subsidiaries
Authorized Stock*
Issued Stock
Outstanding Stock

58 WW Food Corp.

200 Shares
100 Shares
100 Shares

Waist Watchers, Inc.

200 Shares
200 Shares
200 Shares

Weight Watchers Camps, Inc.

200 Shares
200 Shares

W.W. Camps and Spas, Inc.

200 Shares
200 Shares
200 Shares

*The "Authorized Stock" with respect to each Subsidiary consists solely of
common stock.

Weight Watchers International, Inc.
Principal Foreign Subsidiaries
Authorized, Issued and Outstanding Stock

Subsidiary
Authorized Stock
Issued Stock
Outstanding Stock

Weight Watchers (U.K.) Limited

100,000 Ordinary Shares;
1,900,000 Redeemable Preference Shares
50,000 Ordinary Shares
49,999 Ordinary Shares - W.W. Weight Reduction Services;
1 Ordinary Share - W/W Twentyfirst Corporation

Weight Watchers France

2,500 Parts
2,500 Parts
2,000 Parts - WWI;
500 Parts W/W Twentyfirst Corporation

Weight Watchers Sweden Vikt-Vaktarna Akiebolag

20,000 Aktier
5,000 Aktier
4,500 Aktier - WWI;
000 Xxxxxx - Xxxx Xxxxxxxxx

Xxxxxxxx Xxx Xxxxxxx Limited

2,600,000 Shares
2,600,000 Shares
1,950,000 Ordinary Shares - Xxxxx-Xxxxxx Holdings Ltd.;
650,000 Non-participating Ordinary Shares - Ultra-Six Pty. Limited

Fortuity Australia Pty Ltd

18,000,000 Ordinary Shares
2,000,000 "B" Class Shares
11,495,428 Ordinary Shares;
1,277,270 "B" Class Shares

11,495,428 Ordinary Shares - X. X. Xxxxx Company Australia Ltd.;
1,277,270 "B" Class Shares - Logo Incorporated Pty. Ltd.

SCHEDULE 3.6

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Stock Ownership; Title to Shares

The representations in Section 3.6 are subject to the Reorganization, the
Redemption and the Recapitalization contemplated by the Agreement.

SCHEDULE 3.7(a)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Financial Statements

See the attached.

SCHEDULE 3.7(b)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Undisclosed Liabilities

None.

SCHEDULE 3.8(b)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Real Property Leases

1. Agreement of Lease - 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxx, XX (WWI
Headquarters)

2. Head office Lease (Maidenhead, Berkshire, U.K.)

SCHEDULE 3.8(c)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Disclosures relating to Real Property Leases

1. A certain number of the Real Property Leases for the classroom meetings
premises may require the consent of the landlord as a result of the change
of control definitions in such leases.

SCHEDULE 3.9(a)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Material Contracts

1. See the franchise agreements listed in Schedule 3.14

2. License Agreement between Warnaco, Inc. and WWI dated January 8, 1999

3. Agreement between Simon & Xxxxxxxx, Inc. through its Prentice Hall General
Reference Division and WWI dated December 24, 1992, and the Modification
Agreement dated April 25, 1996 and the Amendment dated May 12, 1999

4. License Agreement between Healthy Living, Inc., Southern Progress
Corporation and WWI dated April 25, 1996

5. See Schedule 3.15(b) as to material food licenses.

6. See the real property leases in Schedule 3.8(b).

7. Co-Pack Agreement between WWI and Nellson Nutraceutical, Inc. dated
February 8, 1999 (nutritional bars)

8. Exclusive Distribution Agreement with Novartis Nutrition Export AG

9. Service Agreement between Weight Watchers North America, Inc. and Forms
Distribution Corporation d/b/a Distribution 2000 dated June 1, 1998

10. Agreement between WWI and Xxxxxxx Xxxxxxxxxx dated September 11, 1974
(partnership agreement for Brazil)

11. Agreement between WWI and the Duchess of York dated August 27, 1998 and
Letter Agreement between WWI and The Duchess of York dated August 14,
1998.

12. Letter Agreement with Xxxxxx X. Xxxxxxxxxx Associates, Inc. dated November
18, 1998.

13. Letter Agreement between WWI and The Xxxxxx Group dated January 7, 1999

14. Agreement between Weight Watchers (UK) Ltd. and PS Direct Communications
Limited (Xxxxx Xxxxxxx)

15. Research Agreements (collectively)

a. Research Agreement among WWI, Xxxxx Xxxxxxxx and Xxxxxxxxxx
Biomedical Research Center dated December 27, 1997

b. Research Agreement among WWI, Xavier Pi-Sunyer, M.D. and St.
Luke's/Roosevelt Hospital Center, The Obesity Research Center dated
January 9, 1998

c. Research Coordination Agreement between WWI and St. Luke's/Roosevelt
Hospital Center, The Obesity Research Center dated January 12, 1998

d. Research Agreement among WWI, Xxxxx Xxxx and University of Colorado
Health Sciences Center, Center for Human Nutrition dated January 26,
1998

e. Research Agreement among WWI, Xxxxx X. Xxxxxxxx, M.D. and University
of Kentucky Research Foundation dated January 26, 1998

f. Research Agreement among WWI, Xxxxxxx Xxxxxxxx and Xxxxx-Xxxxxx
Clinical Nutrition Center, University of Wisconsin/Madison Medical
School dated March 20, 1998

g. Research Agreement among WWI, Xxxxxxx Xxxxxxx and the University of
California at Xxxxx dated March 5, 1998

16. See the list of promissory notes issued by WWI in connection with certain
franchise repurchases set forth in Schedule 8.1.

17. WWI has guaranteed the following loans made by PNC Bank to a Weight
Watchers franchisee in connection with such franchisee's purchases of
various third party Weight Watchers franchises:

Debtor Principal Amount Maturity
------ Outstanding as of Date
April 28, 1999 ----
--------------
1. Weighco of Florida $ 0 3/31/00
2. Weighco of Florida $ 2,488,000 3/31/00
3. Weighco of Florida $ 725,000 9/30/01
4. Weighco of Florida $ 2,100,000 3/31/04
5. Weighco of Florida $ 2,000,000 3/31/04
6. Weighco of Southwest $12,691,000 10/31/05
7. Weighco of Southwest $ 2,209,000 10/31/O5
8. Weighco of Southwest $ 2,350,000 10/31/05

With respect to each borrowing, Heinz has agreed with PNC Bank to cause WWI to
perform all of the terms and conditions and meet all of its obligations under
the respective agreements between WWI and PNC Bank regarding the borrower's
repayment of the loans.

Note: The foregoing guarantees of WWI are the guarantees referred to in Section
5.11, "Franchisee Guarantees" in the Agreement.

18. See the guarantees listed in Schedule 6.6.

19. See the agreements set forth in Schedule 3.5, Capitalization.

20. Gutbusters Pty Ltd. has granted several franchise agreements covering the
Gutbusters program. The Management of Gutbusters advises that the terms
contained in the Agreements are not followed in practice. Instead, the
practice has been for agents of Gutbusters to pay Gutbusters Pty Ltd
upfront for Gutbusters kits and make their margin when they onsell the
kits to clients.

21. See the items listed in Schedule 2.4.

22. a) See the attached "Related Parties and Related Party Transactions"
with respect to transactions involving Fortuity Australia, Fortuity New Zealand
and Affiliates of Parent.

b) Parent provides certain legal, accounting, tax, insurance and employee
benefits services for WWI. X. X. Xxxxx Australia and Xxxxx Xxxxxxx provide
similar services to Fortuity Australia and Fortuity New Zealand.

23. Agreement between MBS/Multimode, Inc. and WWI dated as of July 24,
1998 (database management).

SCHEDULE 3.9(b)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Exceptions to Validity, Force and
Effect of Material Contracts;
Events of Default

None.

SCHEDULE 3.10

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Employee Benefit Plans

(a) List of Plans

A. Weight Watchers International

1. X. X. Xxxxx Company Employees' Retirement System -- Plan A for
Salaried Employees

2. X. X. Xxxxx Company Employees Retirement and Savings Plan

3. X. X. Xxxxx Company SAVER Plan

4. Heinz Common Stock Investment Program

5. Heinz Premier Life Plan

6. Executive Split Dollar Life Insurance Program

7. Heinz Managed Care Benefits Program

8. Heinz Universal Benefits Plan

9. Heinz Budget Accounts (flexible spending accounts)

10. X. X. Xxxxx Company Voluntary Employees' Beneficiary Association
Long Term Disability Plan

11. WWI Group Long Term Disability Insurance Policy Non-Participating
with UNUM Life Insurance Company

12. X. X. Xxxxx Company Severance Pay Plan

13. X. X. Xxxxx Company Special Severance Program for Nonbargaining
Hourly Employees

14. The X. X. Xxxxx Group Long Term Care Insurance Plan (Xxxx Xxxxxxx)

15. Tuition Assistance Plan

16. WWI Policy regarding fitness benefit

17. Summary of post-retirement benefits

18. WWI Vacation Policy

19. X. X. Xxxxx Company Incentive Compensation Plan

20. Letter Agreement with Xxxxxx XxXxxx dated July 8, 1997

21. Letter Agreement with Xxx Getty dated November 11, 1996

22. Letter Agreement with Xxxxxx Xxxxxx dated August 30, 1996

23. Letter Agreement with Xxxxx Xxxxxx dated November 6, 1998

24. WWNA, Inc. Human Resources - Policies and Procedures for Service
Providers - Revised April, 1999

25. WWNA, Inc. Human Resources -- Policies and Procedures for Field
Employees - dated April 26, 1999

26. Summary of benefits payable to Service Providers (benefit eligible)
and full-time Salaried Employees

27. Employee handbook - WWI headquarters

28. X. X. Xxxxx Company Stock Option Plans

29. X. X. Xxxxx Company Supplemental Executive Retirement Plan

30. X. X. Xxxxx Company Deferred Compensation Plan

31. 1986 Deferred Compensation Plan

32. WWI Regional Director Compensation Plan effective May 1, 1998

33. Weight Watchers NACO Diet Season Bonus Plan (field management) -
FY99

34. WW NACO (Central Region) FY 98 Winter Diet Season Bonus

35. WWI At Work & Community - Sales Commission Plan dated May 31, 1994

36. Description of "Meeting Pay for Leaders"

37. New Hire Package - Administrative

38. New Hire Package - Field

B. Weight Watchers U.K.

1. Retirement and Death Benefits Plan (Standard Life)

2. American Life Insurance Company Group Policy

3. American Life Insurance Company Group Permanent Health Insurance

4. Weight Watchers Healthcare Plan

5. FY 98 Bonuses

6. Statement of Principal Terms and Conditions of Employment for
Full-time Employees (head office line manager; head office staff;
administrative assistant; area service manager)

7. Form of Memorandum of Agreement for Student Leader

8. Conditions Relating to Weight Watchers Lecturers

C. Weight Watchers France

1. Employee Manual

2. 1999 Bonus for Executive Managers

3. Form of employment contract for office employees and area managers

4. Form of employment agreement for leaders

5. Form of employment agreement for receptionists and weighers

6. Agreement with Main Works Council to equalize social payments for
salaried employees and field employees

D. Weight Watchers Sweden

1. Form of Employment Contracts with office staff, warehouse personnel,
field staff

2. Sample employment contract with individual senior managers

3. Salary agreement for leaders, clerks and weighers

4. Leaders' Manual

5. Receptionists' Manual

6. At Work Manual

7. Bonus Plan for FY 99 for Senior Management (General, Finance and
Marketing Managers), Area Managers and Class Operating Manager

8. Collective Agreements with office staff, warehouse personnel and
cleaning personnel

E. Fortuity Pty Ltd (Australia)

1. X. X. Xxxxx Superannuation Fund

2. The Australian Retirement Fund

3. Weight Watchers Australia Bonus Scheme for FY 99

4. Xxxxx Xxxxxx'x Australasia/Druids Health Cover for Managers

5. Xxxxx Xxxxxx'x Australasia Human Resources Policy Manual

6. Leaders' Reference Manual

7. A-Z Procedures Manual

8. Employment Contract with Xxxxx Xxxx effective July 1, 1998

9. Employment Contract with Xxxx Xxxx effective July 1, 1998

10. Employment Contracts with four administrative personnel

11. Consulting Agreement with Xxxxxxxx Xxxxxxx dated November 29, 1984

12. Management Deed between Fortuity Pty Ltd., Centre for Health
Promotion and Research Pty Limited and Xxxxx Xxxxx Xxxxx dated May
27, 1994 (A letter from Fortuity Australian management to Xxxxx
Xxxxx has been sent expressing intention to renew the Agreement.)

13. Management Deed between Fortuity Pty Ltd. and Xxxxx Xxxxxx dated
July 27, 1994

14. Weight Watchers Foods - Leader Information Manual

15. Arrangements with Head Office and other office staff

16. Arrangements with Recorders and Weighers

17. Arrangements with leaders (lecturers)

F. Fortuity New Zealand

1. Employment Contract with Xxxxxxxx Xxxxx (General Manger)

2. Employment Contract with Xxxxx Xxxxxx (Business Development Manager)

3. Standard employment contracts with managers and office staff

4. Consulting agreement with Xxxx Xxxxxxxx

5. Consulting agreement with Xxxx Xxxxxxx

6. Bonus Scheme for FY 99

7. Xxxxx Xxxxxx'x Australasia Human Resources Policy Manual

8. Leaders Individual Employment Contracts

9. Individual Employment Contracts for Meeting Room Recorders, Weighers
and Assistants.

G. Other

1. Bonus Schemes for Weight Watchers Continental Europe Country
Managers

2. The Continental European Companies are subject to agreements with
local workers' councils and similar employee representatives.

(b) None.

SCHEDULE 3.11

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Absence of Certain Changes

See the litigation listed under Schedule 3.12-A.

(a) None

(b) None

(c) (i) Parent and/or WWI has entered into agreements with certain senior
managers of the Business granting them incentives to stay through
the closing of the sale of the Business and for a period thereafter
for which Parent is retaining all liability with respect to these
incentives.

(ii) The Principal Foreign Subsidiaries are: Weight Watchers U.K. Ltd.,
Weight Watchers France SARL, Weight Watchers Sweden AB
Vikt-Vaktarna, Fortuity Pty Ltd and Fortuity New Zealand Ltd.

(d) None

(e) None

(f) None, other than the transactions described in Section 2.4 of the
Agreement.

(g) None

(h) The Weight Watchers Germany borrowing was repaid in June, 1999.

(i) None

(j) None

(k) None

(l) None

(m) None

(n) None

(o) None

(p) None

(r) None

The reference in the first and second sentences of Section 3.11 of the
Agreement to "the transactions contemplated herein" includes without limitation
the consummation of the transactions contemplated by the Agreement including
Purchaser's access as described in Section 5.1 of the Agreement; the
Reorganization and the Recapitalization of WWI and the Companies; and
Purchaser's and WWI's activities contemplated in Section 5.4 of the Agreement
relating to the Financing including, without limitation, the high yield
Financing.

SCHEDULE 3.12

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Litigation

A. PENDING LITIGATION OR CLAIMS

1. Weight Watchers of Palm Beach County Inc., et al v. Weight Watchers
International, Inc., American Arbitration Association dated March
23, 1999 (alleged breach of contract regarding membership mailing
list)

2. Weight Watchers of Palm Beach County Inc., et al v. Weight Watchers
International, Inc., dated May 18, 1999 (alleged breach of contract
and legality of WWI charging interest on past-due royalties and
payments for purchases)

3. Weight Watchers of Palm Beach County Inc., et al v. Weight Watchers
International, Inc., dated June 26, 1999 (alleged breach of contract
regarding amounts spent for national advertising, costs charged for
advertising materials and for materials to produce classroom
materials and other costs)

4. Independent Weight Watchers Franchisees Demand for Arbitration dated
July 14, 1999, American Arbitration Association (alleged breach of
contract regarding franchisee profit sharing fund, sources of income
and computations; rights to conduct At Home pursuant to existing
franchise agreements and impact of Personal Connection)

5. Weight Watchers International, Inc. v. Weight Watchers of
Philadelphia, Inc. et al, U.S. District Court, Eastern District of
New York, Case Xx. 00 Xxx. 0000 (XX) (XXX) (suit against several
franchisees alleging trademark infringement and breach of contract
arising out of franchisee's establishment of Internet web sites).
This claim is also the subject of demands for arbitration filed by
WWI against certain of these franchises. On July 14, 1999,
franchisees sent notice terminating standstill stipulation entered
into in December, 1996 in view of the settlement discussions.

6. Xxxxx Xxxxx Fitness Center, Inc. v. Weight Watchers International,
Inc. United Xxxxxx Xxxxxxxx Xxxxx, Xxxxxxxx Xxxxxxxx xx Xxxxxxxxxx,
X-00-0000, May 27, 1999. (action for trademark infringement and
unfair competition arising out of the plaintiff's asserted rights to
the registered trademark "A New You"; plaintiff is seeking
injunctive relief as well as damages).

7. Refrigerated Construction Services, Inc. v. Weight Watchers
International, Inc. and Xxxx Xxxx, Circuit Court of Jefferson
County, Alabama, September 1998 (alleged breach of agreement and
fraud by WWI; Refrigerated alleges that it was to retrieve
approximately 240 freezers owned by WWI at various locations in the
U.S. Approximately 100 freezers were released by WWI and
Refrigerated alleges that it suffered unspecified compensatory
damages as a result of not being able to retrieve the balance of the
units and included a claim for unspecified punitive damages.

Note: Prior to the Closing, Parent will and will cause WWI to use
their reasonable best efforts, and take such actions as may be
reasonably requested by Purchaser, to protect WWI's rights in
each of the foregoing matters.

B. THREATENED OR POSSIBLE LITIGATION OR CLAIMS

None.

C. ORDER, DECREE OR JUDGMENT IN EFFECT

1. In the Matter of Weight Watchers International, Inc., United States
of America Before Federal Trade Commission, Docket No. 9261
(Decision and Order, Compliance Report and Correspondence,
Notification Letters)

SCHEDULE 3.13

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Compliance with Laws; Permits

A. EXCEPTIONS

None.

B. LIST OF PERMITS

None.

SCHEDULE 3.14

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Franchise Agreements

1. See the attached list of domestic third party franchise agreements.

2. See the attached list of foreign third party franchise agreements.

3. The franchisees for Hawaii and West Virginia are in arrears with respect
to their franchise fees and WWI has established a reserve in the Financial
Statements. There is a dispute regarding franchise fees with regard to
Italy and Greece for which WWI has established a reserve in the Financial
Statements.

4. See also the franchisee litigation set forth in Schedule 3.12.

3.14

Domestic Third Party Franchise Agreement

------------------------------------------------------------------------------------------------------------------------------------
Amendment
Xxxx # Area Owner Address Date of Agmt. Date
------------------------------------------------------------------------------------------------------------------------------------

1/9/79(4);
1 11 Massachusetts/RI Xxxx/WWWGroup XX Xxx 0000, Xxxxxxxxxx Xxxxx, XX 00000-0000 1/9/79 12/31/88;
6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
2 12 Philadelphia Blmhak XX Xxx 0000, 000 Xxx Xxxx Drive, Ft 4/14/72 12/31/88;
Xxxxxxxxxx, XX 00000 6/15/92(2)
------------------------------------------------------------------------------------------------------------------------------------
3/28/72(3);
3 13 Suffolk Xxxxx 00 Xxxx Xxxxx, Xxxx Xxxx, XX 00000 10/16/69 12/31/88;
7/16/92(2)
------------------------------------------------------------------------------------------------------------------------------------
4/10/73(2);
4 15 Washington DC/VA Xxxxxxxxx/Xxxxxxx 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 4/10/73 12/31/88;
6/22/92(2)
------------------------------------------------------------------------------------------------------------------------------------
11/29/72;
5 00 X. Xxxx. Xxxxxx/Xxxxxxxx 000 X. Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 11/29/72 9/20/84;
12/31/88;
7/6/92(2)
------------------------------------------------------------------------------------------------------------------------------------
1/9/79(3);
6 20 Michigan Xxxx/WWWGroup XX Xxx 0000, Xxxxxxxxxx Xxxxx, XX 00000-0000 10/4/72 12/31/88;
6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
9/30/83;
Greenfield- 7/18/88;
7 22 Miami Xxxxxxxxxx 0000 Xxxx Xxxx, Xxxxx, XX 00000 9/29/69 12/31/88;
6/18/92(2)
------------------------------------------------------------------------------------------------------------------------------------
1/25/73(2);
12/31/88;
8 23 Illinois/Missouri Xxxx/WWWGroup XX Xxx 0000, Xxxxxxxxxx Xxxxx, XX 00000-0000 1/25/73 6/15/92(2);
8/29/96
------------------------------------------------------------------------------------------------------------------------------------
WW Professional Centre, 0000 Xxxxxxxx Xxxxxx 4/26/76;
9 24 Palm Beach County Xxxxxx-Xxxxxxx So., Xxxxx 000, X. Xxxx Xxxxx, XX 00000-0000 4/26/73 12/31/1988;
6/19/92(2)
------------------------------------------------------------------------------------------------------------------------------------
2/8/72;
0000 X. Xxxxxxxx Xxxxxxx, Xxxxx 0, Xxx Xxxxx, 3/18/72(2);
10 00 Xxx Xxxxx/Xxxx Xxxxxxxx-Xxxxxxxx XX 00000 8/28/70 12/31/88;
7/10/92(2)
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx xxx
00 00 Xxxxx Xxxxxxx Xxxxxxx 0000 Xxxxx Xxxxxxxxx, Xxxxxxxxxxxx, XX 00000 Restated 1/15//97 1/15/97
------------------------------------------------------------------------------------------------------------------------------------
000 Xx. Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 12/31/88;
12 00 X. Xxxxxx Xxxx 00000-0000 10/26/73 6/22/92(2)
------------------------------------------------------------------------------------------------------------------------------------
7/31/75;
Xxxxxxxxxxx Xxxxx, 0000 Xxxxxxxxxxx, Dallas, 6/13/80;
13 00 Xxxxxx Xxxxxxxxx/Xxxxxx XX 00000 6/20/73 12/31/88;
7/15/92(2)
------------------------------------------------------------------------------------------------------------------------------------
Santa Xxxxxxx/S. 3/20/98;
14 37/86 TX/Oklahoma Xxxxxx 0000 Xxxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000 Restated 11/19/98 11/19/1998
------------------------------------------------------------------------------------------------------------------------------------
Adirondacks/ 12/31/88;
15 38 Vermont Xxxxxxxxx 000 Xxxxxxxx, Xxxxxxxx Xxxxxxx, XX 00000 10/8/73 6/23/92(2)
------------------------------------------------------------------------------------------------------------------------------------
12/21/1992;
16 39 Ohio Xxxx/WWWGroup XX Xxx 0000, Xxxxxxxxxx Xxxxx, XX 00000-0000 Restated 12/21/92 04/24/92
------------------------------------------------------------------------------------------------------------------------------------
2/24/73(2);
3/1/76;
17 40 Indiana/Kentucky Xxxx/WWWGroup XX Xxx 0000, Xxxxxxxxxx Xxxxx, XX 00000-0000 2/24/73 5/24/77;
12/31/88;
8/30/92(2)
4/7/98
------------------------------------------------------------------------------------------------------------------------------------

Domestic Third Party Franchise Agreement

------------------------------------------------------------------------------------------------------------------------------------
7/20/70;
5/1/79(3);
18 44 Western Michigan Xxxxxxx 0000 Xxxxx Xxxx, Xxxxxxxx, XX 00000 9/11/69 4/23/84(3);
12/31/88;
6/30/92(2)
7/27/93
------------------------------------------------------------------------------------------------------------------------------------
Vaxa Capital Management, Overlook Executive
Central Fl./N. Park, 000 Xxxxxxx Xxxx, Xxxxx 0X, Xxxxxxxxxx,
19 47/105 Alabama Xxxxxxx XX 00000 Restated 4/15/97 4/15/97
------------------------------------------------------------------------------------------------------------------------------------
3/29/77(4);
20 50 Pureto Rico Visco XX Xxx 000, Xxxxxxx Xxxxxx Xxxx, 00000-0000 3/29/77 12/31/88;
6/26/92(2)
------------------------------------------------------------------------------------------------------------------------------------
8/14/73(2);
21 54 Mid/East Tenn. Xxxxx 000 Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000 8/14/73 12/31/88;
7/14/92(2)
------------------------------------------------------------------------------------------------------------------------------------
Vaxa Capital Management, Overlook Executive
Park, 000 Xxxxxxx Xxxx, Xxxxx 0X, Xxxxxxxxxx,
22 55 Greater Atlanta Xxxxxxx XX 00000 Restated 6/2/97 3/2/88
------------------------------------------------------------------------------------------------------------------------------------
5/17/77;
23 56 Oneida County Tamm 000 Xxxxxxxx Xxxx, Xxxxx, XX 00000 7/25/69 12/31/88;
6/30/92
------------------------------------------------------------------------------------------------------------------------------------
2/27/73(2);
24 58 Washington State Bode 0000 Xxxx Xxxx Xxx XX, Xxxxxxx XX, 00000 2/2/73 3/31/74;
2/2/96(2)
------------------------------------------------------------------------------------------------------------------------------------
3/15/74;
12/31/88;
25 60 NY/NH Xxxxx 000 Xxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000 3/15/74 7/10/92(2);
7/23/97
------------------------------------------------------------------------------------------------------------------------------------
2/23/73(4);
2/27/76;
26 61 Arizona Xxxxxx 0000 Xxxx Xxxxx Xxxxx, Xxxxxxx, XX 00000 2/23/73 12/31/88;
6/19/92(2)
------------------------------------------------------------------------------------------------------------------------------------
Vaxa Capital Management, Overlook Executive
Park, 000 Xxxxxxx Xxxx, Xxxxx 0X, Xxxxxxxxxx,
27 00 Xxxxxxxxx Xxxxxxx Xxxxxxx XX 00000 Restated 1/3/97 1/3/97
------------------------------------------------------------------------------------------------------------------------------------
9/30/70(2);
11/30/70;
4/21/71;
XX Xxx 00000, 4500 Mobile Drive, Columbus, 3/31/74;
28 63 Central Xxxx Xxxxx Xxxx 00000 12/29/69 2/3/84;
12/31/88;
6/16/92(2);
4/30/98
------------------------------------------------------------------------------------------------------------------------------------
29 64 Central Penn. Xxxx XX Xxx 0000, Xxxxxxxxxx Xxxxx, XX 00000-0000 Restated 12/31/92 12/31/92;
4/7/98
------------------------------------------------------------------------------------------------------------------------------------
Vaxa Capital Management, Overlook Executive 4/24/92;
Park, 000 Xxxxxxx Xxxx, Xxxxx 0X, Xxxxxxxxxx, Xxxxxxxx 1/26/88 7/13/92(2);
30 66 Southeast /FLA Xxxxxxx XX 00000 7/25/97
------------------------------------------------------------------------------------------------------------------------------------
5/24/77;
31 70 Michigan Xxxx/WWWGroup XX Xxx, Xxxxxxxxxx Xxxxx, XX 00000-0000 10/4/72 6/30/92(2);
4/7/98
------------------------------------------------------------------------------------------------------------------------------------
Pennsylvania/ 3/16/88;
32 73 WVirg. Xxxx XX Xxx, Xxxxxxxxxx Xxxxx, XX 00000-0000 Restated 3/16/88 4/7/98
------------------------------------------------------------------------------------------------------------------------------------

Domestic Third Party Franchise Agreement

------------------------------------------------------------------------------------------------------------------------------------
9/18/70;
33 75 Syracuse/Penn Xxxxxxxx/Xxxxxx 0000 Xxx Xxxx, X. Xxxxxxxx, XX 00000 4/15/69 6/28/88;
12/31/88;
6/25/92(2);
------------------------------------------------------------------------------------------------------------------------------------
5/20//75;
12/31/88;
34 77 New Hampshire Xxxxx 000 Xxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000 5/20/75 7/10/92(2);
7/25/97
------------------------------------------------------------------------------------------------------------------------------------
1/8/92;
North Carolina/ 4/24/92(2);
35 78/110 S. Xxxxxxxx Xxxxxxx 0000-X Xxx Xxx Xxxx., Xxxxxxxxx, XX 00000 Restated 12/30/91 6/30/92(2)
7/13/93;
7/25/97
------------------------------------------------------------------------------------------------------------------------------------
Falmouth Shopping Center, 000 XX Xxxxx 0, 5/29/72 (2);
36 79 Maine Xxxxxxx Xxxxxxxx, XX 00000 11/29/69 12/31/88
6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
12/14/89;
37 80 Hawaii Chicoral 00-000 Xxxxxx, Xxxxx 000X, Xxxx, XX 00000 Restated 12/14/89 7/17/92(2)
------------------------------------------------------------------------------------------------------------------------------------
0000 Xxxxxx Xxxxx, Xxxxx 0, Xxxxxxxxxxxx, XX 1/17/74;
38 81 Central Indiana Sachs 46268 1/17/74 12/31/88;
6/24/92
------------------------------------------------------------------------------------------------------------------------------------
12/31/88;
39 82 Michigan Xxxx/WWWGroup XX Xxx, Xxxxxxxxxx Xxxxx, XX 00000-0000 Restated 6/25/84 6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
40 83 Oregon Cowies 0000 X. X. Xxxxxx Xxxx, Xxxxxxxx XX 00000-0000 2/27/73 2/27/73
------------------------------------------------------------------------------------------------------------------------------------
41 85 Southern Tier/NY Xxxxxxxx/Xxxxxx 0000 Xxx Xxxx, X. Xxxxxxxx, XX 00000 11/30/86 6/25/92(2)
------------------------------------------------------------------------------------------------------------------------------------
42 90 South Carolina Smith/At Goal 000 Xxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000 10/29/96 10/29/96(3)
------------------------------------------------------------------------------------------------------------------------------------
6/20/73;
7/31/75;
43 00 Xxxxx Xxxxx Xxxxxxxxxxx 000 Xxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 6/20/73 12/31/88;
6/26/92
------------------------------------------------------------------------------------------------------------------------------------
S. Alabama/ 4/26/73;
44 94 Panhandle Xxxxxx XX Xxx 00000, Xxxxxxx, XX 00000-0000 4/26/73 6/19/92(2)
------------------------------------------------------------------------------------------------------------------------------------
6/27/73(2);
00000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxx Xxxx, 0/00/00;
45 00 Xxxxxxx Xxxxxxxx Xxxxx XX 00000 6/27/73 6/24/88;
12/31/88;
6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
1/2/74;
West Virginia/ 9/2/81;
46 97 Ohio Xxxxxx XX Xxx 0000, Xxxxxxxxxx XX, 00000-0000 1/2/74 12/31/88;
7/15/92(2);
6/29/92(2)
------------------------------------------------------------------------------------------------------------------------------------
5/15/74(2);
Salt Lake 6/12/85(2);
47 98 City/Utah Xxxxxxxx 000 X. 0000 Xxxxx, Xxxx Xxxx Xxxx, XX 00000 5/15/74 12/31/88;
6/30/92(2);
7/25/97
------------------------------------------------------------------------------------------------------------------------------------
2/21/73(2);
48 99 El Paso/NM Xxxxxx 00000 Xxxxxxxx Xxxxx, Xx Xxxx, XX 00000 2/21/73 4/30/73;
12/31/88;
7/14/92(2)
------------------------------------------------------------------------------------------------------------------------------------

Domestic Third party Franchise Agreement

------------------------------------------------------------------------------------------------------------------------------------
11/17/70;
3/24/72(2);
9/30/75;
49 000 Xxx Xxxxx Xxxxxxx 0000 Xxxxxx Xxxxxx, Xxxxxxx XX 00000 8/30/69 11/1/75;
4/29/83;
12/31/88;
7/13/92(2)
------------------------------------------------------------------------------------------------------------------------------------
Xx. Xxxxxxxx 0xx Xxxxx, The Sterling Buliding, 283 Portage
50 000 Xxxxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx X00 0X0 8/8/69 None
------------------------------------------------------------------------------------------------------------------------------------
Albuquerque, 5/17/73;
51 102 NM/Okl. White 0000 Xxx Xxxxx XX, Xxxxxxxxxxx, XX 00000 5/17/73 12/31/88;
7/15/92(2)
------------------------------------------------------------------------------------------------------------------------------------
Greater XX Xxx 000, 0000 Xxxx Xxxxx, Xxxxxxx XX 3/1/73(4)
52 109 Wichita/Okl. Xxxxxx 67201-0362 3/1/73 5/16/73;
11/26/73
------------------------------------------------------------------------------------------------------------------------------------
8/18/75(4);
53 112 Raleigh-Durham Reddish/Azis 0000 Xxxx Xxxxxx Xxxx, Xxxxxxxx XX 00000 8/18/75 12/31/88;
6/22/92(2)
------------------------------------------------------------------------------------------------------------------------------------
9/30/74(2);
Greater 11/1/75;
54 113 Mississippi Xxxxxx XX Xxx 00000, Xxxxxxx, XX 00000-0000 9/30/74 12/1/88;
7/10/92(2)
------------------------------------------------------------------------------------------------------------------------------------
5/15/74(2);
55 116 Southern Idaho Xxxxxxxx 000 x. 0000 Xxxxx, Xxxx Xxxx Xxxx, XX 00000 5/15/74 6/12/85(2);
12/31/88;
7/25/97
------------------------------------------------------------------------------------------------------------------------------------
56 121 Alaska Bode 0000 Xxxx Xxxx Xxx XX, Xxxxxxx XX, 00000 2/27/73 2/27/73 (2)
------------------------------------------------------------------------------------------------------------------------------------
Southwest 7/17/75(3);
57 122 Counties/ORE Xxxx XX Xxx 0000, Xxxxxx XX 00000 7/17/75 7/17/81;
10/6/87
------------------------------------------------------------------------------------------------------------------------------------
5/9/80(4);
12/31/88;
58 124 Northern Nevada Xxxxx XX Xxx 0000, Xxxx, XX 00000 7/17/75 6/16/92(2);
4/30/98
------------------------------------------------------------------------------------------------------------------------------------
59 132 Michigan Xxxx/WWWGroup XX Xxx, Xxxxxxxxxx Xxxxx, XX 00000-0000 6/1/84 4/7/98
------------------------------------------------------------------------------------------------------------------------------------
4/27/67;
5/4/68;
3/9/73;
3/8/76;
2/19/79;
5/20/81;
San Diego/Inland 3/22/82;
60 443 Empire Xxxxxx XX Xxx 0000, Xxxxxxxx, XX 00000-0000 4/2/67 9/30/83;
1/29/85;
1/20/88;
12/31/88;
12/2/89;
12/18/89;
------------------------------------------------------------------------------------------------------------------------------------
1/8/90;
1/11/90;
7/14/92(2)
------------------------------------------------------------------------------------------------------------------------------------

Foreign Third Party Franchise Agreements

10/30/86;
1 49 Xxxxxxx Xxxxx/Xxxxxx 00000 000xx Xx., Xxxxxxxx, Xxxxxxx X0X 0X0 1/19/71 12/31/86;
6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
2 53 Quebec Walmar/Xxxxxxx 0000 Xxxxxxx Xxxx. Xxxxx 000 Xxxxxxxx 8/29/86 12/31/86;
Xxxxxx, X0X 0XX 6/30/92(2);
7/25/97
------------------------------------------------------------------------------------------------------------------------------------
4/24/92;
Vaxa Capital Management, Overlook 12/25/93;
3 65 British Columbia Peacock/Bode Executive Park, 000 Xxxxxxx Xxxx 4/24/1992 8/3/94;
Xxxxx 000, Xxxxxxxxxx, XX 00000 (Restated) 11/4/94;
4/24/95;
7/25/97
------------------------------------------------------------------------------------------------------------------------------------
12/31/88;
4 87 Xxxx/WW Group XX Xxx 0000, Xxxxxxxxxx Xxxxx, XX 00000-0000 8/25/84 6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
0xx Xxxxx, Xxx Xxxxxxxx Xxxxxxxx, 000
0 00 Xxxxxxxx Xxxxx Portage Avenue, Winnipeg, Manitoba 7/23/89
R3B 287
------------------------------------------------------------------------------------------------------------------------------------
10/30/88;
6 103 Saskatchewan Xxxxx/Xxxxxx 00000 000xx Xx., Xxxxxxxx, Xxxxxxx X0X 0X0 1/19/71 12/31/86;
6/30/92(2)
------------------------------------------------------------------------------------------------------------------------------------
8/23/72;
12/22/72;
Nova Scotia, 3/31/75;
7 111/ Ontario, 8/23/72 6/15/76;
000/ Xxxxxxxxxxxx, Xxxxxx/Xxxxxxx 00 Xxxxxx Xxxxx Xxxxx 000, Xxxxxxxxx, 8/18/76;
000 Xxxx Xxxxxx, Xxxx Xxxxxx X0X 0X0 12/15/80;
New Brunswick 12/31/88;
6/30/92(2);
7/25/97
------------------------------------------------------------------------------------------------------------------------------------
6/27/72;
Ottowa and 000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxx 12/31/88;
8 000 Xxxxxxx Xxxxxxx Xxxxxxxx/Xxxxx Xxxxxxx, X0X 0X0 7/26/71 6/26/92(2);
7/27/97
------------------------------------------------------------------------------------------------------------------------------------

Foreign Third Party Franchise Agreements

------------------------------------------------------------------------------------------------------------------------------------
9 28 Xxxxxx Xxxxxxxxx/Romem 99 Medinal Hayebudim Street, PO 2/3/75
12441, Hertzilz 00000, Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
10 54 Austraila WW of Australia (Xxxx 00 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 10/1/78 10/29/85;
Penn)/ XX Xxxxx Xxxxxx, XXX, 0000 Xxxxxxxxx 3/3/89(2)
------------------------------------------------------------------------------------------------------------------------------------
11 93 Bahamas Xxxxx Xxxxxxxx 8th Terrace, Centraville, XX Xxx XX Xxxxxxxx
00000, Nassau, Bahamas 4/26/90
------------------------------------------------------------------------------------------------------------------------------------
1) Denross LTD, Xxxxxxxxxxxx Xxxxx,
0 Xxxxxxxxxx Xx., Xxxxxx 0, Xxxxxxx 3/10/89; 3/10/89;
12 136 Ireland 2) Javil Limited Weight Watchers 3/10/89 12/4/95
Northern Ireland, 00/00 Xxxxxx Xx.
Xxxxxxxxx, Xx. Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
First Floor, Xxxxxx Xxxxx, 0-0 00/00/00;
00 000 Xxxxxx Xxxxxxx Mossoghion Street, Building A, 000-00 00/30/76 4/23/84;
Athens, Greece 7/27/93
------------------------------------------------------------------------------------------------------------------------------------
12/29/72;
14 184 New Zealand Xxxx Xxxx/Heinz 00-00 Xxxxxx Xxxxxx, Xxxx Xxxx, 12/29/72 3/3/75;
Auckland, New Zealand 10/23/76(2);
8/31/77
------------------------------------------------------------------------------------------------------------------------------------
15 210 Austria Evaline Hejick Xx. Xxxx Xxxxxx - Xxxx 0, X-0000 Xxxxxxxx
Xxxxxx, Xxxxxxx 8/24/93
------------------------------------------------------------------------------------------------------------------------------------
16 251 Hong Kong Rinan Services 4D Caperidge Drive, Discovery Bay, 10/1/76 4/23/79;
Lantau Island, Hong Kong 6/28/91
------------------------------------------------------------------------------------------------------------------------------------
Amended
17 300 Cayman Islands Brijo/Aufscher PO Box 1234, Georgetown, Grand Restated
Cayman, Cayman Islands 12/1/1995
------------------------------------------------------------------------------------------------------------------------------------
10/9/74;
1/3/76;
5/30/75;
18 301 Mexico Xxxxxxx Xxxx (Cuida Kloa) Barranca del Muerto, 210 P.B., Co. 10/4/72 10/17/75(2);
Xxxxxxxxx Xxx, Xxxxxx, XX 00000 6/10/77;
6/23/77;
6/15/79(2)
------------------------------------------------------------------------------------------------------------------------------------
Xx. Xxxx Xxxxxxxxx, Xx. Xxxxxxx xx
00 000 Xxxxxx Xxxx Xxxxxxxxx Palva, 000/000, Xxx xx Xxxxxxx, XX, 0/00/00
Xxxxxx 22440-030
------------------------------------------------------------------------------------------------------------------------------------
Braamfontein Centre, 11th Floor, Cnr. 10/11/95;
20 000 Xxxxx Xxxxxx Xxxxxxx/RAFK/Kerafeal Xxxxxxxx & Xxxxxx St., Braamfontein, 10/11/95 12/11/96;
0000, Xxxxx Xxxxxx 6/98;
8/30/98
------------------------------------------------------------------------------------------------------------------------------------
21 000 Xxxxx Xxxxxxx Xxx Xxxxxxxxx 0, 00000 Xxxxxx, Xxxxx 3/1/84
------------------------------------------------------------------------------------------------------------------------------------
22 800 Central America Xxxxxxx/Xxxx Xxxxx PO Box 3731, Tegucigalpa, M.D.C., 6/23/97
Honduras, Central America
------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 3.15(a)(i)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

U. S. Intellectual Property Assets

1. See the attached.

2. Internet Domain Names

a. xxxxxx-xxxxxxxx.xxx

b. xxxxxxxxxxxxxx.xxx

c. In addition to the foregoing, the Companies have registered certain
other Internet Domain names in the United States.

3. Tradenames

a. Weight Watchers

b. Waist Watchers

SCHEDULE 3.15(a)(ii)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Other Company Intellectual Property Assets

1. See the attached.

2. Internet Domain Names

a. xxxxxx-xxxxxxxx.xx.XX

b. xxxxxx-xxxxxxxx.xx.XX

c. Xxxx-Xxxxxxxx.xxx.XX

d. Xxxxxxxxxxxxxx.xx

3. Trade names

a. Weight Watchers

b. Vikt-Vaktarna

c. Painonvartijat

d. Vigilantes do Peso

e. Gutbusters

f. Estonia - BECOHAGADAATEAN Kaalujalgijad

g. Poland - Straznicy Wagi

h. Latvia - SVARA VEROTAJI

SCHEDULE 3.15(a)(iii)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Patent Applications and Applications for Registration of Intellectual Property

See the attached.

SCHEDULE 3.15(b)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Food Licenses

1. See the attached list of the Food Licenses.

Direct Food Trademark Licenses

AUSTRALIA

PARTIES DATE OF AGREEMENT
------- -----------------

Epicurean Foods and Beverages Pty. Ltd, (now X.X. Xxxxx
Company Australia Ltd.) and Weight Watchers
International, Inc. (and amendments thereof)
1/28/90

Ardmona Foods Limited and Weight Watchers
2/1/89
International, Inc.

Ardmona Fruit Products Co-Operative Co Limited
2/13/93
and Weight Watchers International, Inc.

- Letter dated 6/7/94 from Ardmona Foods Limited to
Weight Watchers International, Inc.

- Letter dated 6/17/94 from Weight Watchers International
Inc. to Ardmona Foods Limited

- Letter dated 6/26/95 from Ardmona Foods Limited to
Weight Watchers International

- Letter dated 8/2/95 from Weight Watchers International,
Inc. to Ardmona Foods

November 23, 0000

Xxxxxxxxx Cooperative Foods Limited and Weight
12/18/98
Watchers International, Inc.

Meadow Lea Foods Ltd (formerly Xxxxxxx Xxxxxxx
3/6/90
Foods Ltd) and Weight Watchers International, Inc.

- Letter of Renewal
11/11/92

Meadow Lea Foods Ltd (formerly Xxxxxxx Xxxxxxx -- of -- 1997
Foods Ltd) and Weight Watchers International, Inc.

November 23, 0000

XXXXXXXXX (Continued)

PARTIES DATE OF AGREEMENT
------- -----------------

Xxxxxx Australia Pty Ltd and Weight Watchers
3/1/91
International, Inc.

Mainland Dairies (A Division of Dairy Enterprises
1/1/93
Pty Ltd) and Weight Watchers International, Inc.

-- Renewal letter from Mainland to Dairies to WWI
7/31/95

-- Reply letter from WWI to Mainland
8/8/95

Mainland Dairies (A Division of Dairy Enterprises -- of -- 1997
Pty Ltd) and Weight Watchers International, Inc.

Xxxxxx Whole Food Pty Ltd. and Weight Watchers
7/24/95
International, Inc.

-- Renewal letter from Xxxxxx to Weight Watchers Food Division

SPC Limited and Weight Watchers International, Inc. -- of -- 1997

SPC Limited and Weight Watchers International, Inc.
2/13/99

Sunburst Foods Ltd and Weight Watchers
11/1/96
International, Inc.

Pacific Beverages Australia Pty Ltd and Weight
10/1/98

November 23, 1999

Watchers International, Inc.

Weight Watchers International, Inc. and Fortuity
Pty Ltd and Nestle Echuca Pty Ltd
1999

Weight Watchers International, Inc., National Foods
5/21/98
Juice Limited, and Xxxxx Xxxxx Foods Pty Limited
- Deed of Assignment

Weight Watchers International, Inc. and Dairy Farmers
8/31/79
Cooperative Limited

Weight Watchers International, Inc. and Dairy Farmers
12/18/79
Cooperative Limited

Weight Watchers International, Inc. and Dairy Farmers
9/29/82
Cooperative Limited

AUSTRIA, HUNGARY, CZECH REPUBLIC and SLOVAKIA

PARTIES DATE OF AGREEMENT
------- -----------------

Weight Watchers International, Inc., Weight Watchers
8/24/93
GmbH, Xxxxxxx Xxxxxx and Xxx-Xxxxx Xxxxxx

November 23, 1999

CANADA

PARTIES DATE OF AGREEMENT
------- -----------------

Xxxxxx Xxxxxx Ltd. (now X.X. Xxxxx Company
Canada Ltd.) and Weight Watchers International,
Inc. (and amendments thereof)
4/6/76

CENTRAL EUROPE

PARTIES DATE OF AGREEMENT
------- -----------------

Weight Watchers Foods Central Europe, BV and
5/1/87
Weight Watchers International, Inc.

ITALY

PARTIES DATE OF AGREEMENT
------- -----------------

Weight Watchers International, Inc. and Plada, S.p.A.
1/24/80 as amended

6/1/85 and 9/1/85

Weight Watchers International, Inc. and Plada, S.p.A.
1/24/80

Fattoria Scaldasole S.p.A. and Weight Watchers
12/3/96
International, Inc.

Societa Di Esportazione Polenghi Xxxxxxxx
10/1/87
S.p.A. and Weight Watchers International, Inc.

November 23, 0000

XXXXXXXXXXX

PARTIES DATE OF AGREEMENT
------- -----------------

X. X. Xxxxx B.V. and Weight Watchers International, Inc.
1/1/82

November 23, 1999

NEW ZEALAND

PARTIES DATE OF AGREEMENT
------- -----------------

Weight Watchers International, Inc. and Hansells (N.Z.) 9/89
Ltd. and Tip Top Ice Cream Company Limited

Weight Watchers International, Inc. and Tip Top Ice 1/13/97
Cream Company, Inc. and Xxxxx-Xxxxxx Limited
(Novation Agreement)

Letter from Tip Top Ice Cream Company, Inc. to Weight 4/16/97
Watchers International, Inc.

Weight Watchers International, Inc. and Hansells (N.Z.) 9/89
Ltd. and Capital Dairy Products Ltd.

Weight Watchers International, Inc. and Hansells (N.Z.) 9/89
Ltd. and Canterbury Dairy Farmers Ltd.

Weight Watchers International, Inc. and Hansells (N.Z.) 8/29/89
Ltd.

Weight Watchers International, Inc. and Hansells (N.Z.) 8/20/90
Ltd. and Tui Sales & Marketing Ltd.

Weight Watchers International, Inc. and Hansells (N.Z.) 6/3/92
Ltd. and Tasti Products Limited

UNITED KINGDOM

PARTIES DATE OF AGREEMENT
------- -----------------

Weight Watchers International, Inc. and X. X. Xxxxx
9/1/85
Company, Ltd.

November 23, 1999

Weight Watchers International, Inc. and X. X. Xxxxx
8/7/95
Company, Ltd.

November 23, 0000

XXXXXX XXXXXX

PARTIES DATE OF AGREEMENT
------- -----------------

Xxxxxxx Foods, Inc. and The Xxxxxxxx Company
7/3/69
(now Heinz Frozen Food Company) and Weight
Watchers International, Inc.

Foodways National, Inc. and Foodways New York,
5/9/78
Inc. (now Heinz Frozen Food Company) and Weight
Watchers International, Inc.

November 23, 1999

Operating Agreement

Schedule E

Heinz Sublicenses

CANADA

PARTIES DATE OF AGREEMENT
------- -----------------

X. X. Xxxxx Company of Canada Ltd. and
9/3/91
and Weston Bakeries Limited

X. X. Xxxxx Company of Canada Ltd. and Xxxx
11/1/93
Foods Ltd.

X. X. Xxxxx Company of Canada Ltd. and River
1/15/98
Ranch Fresh Foods, Inc.

X. X. Xxxxx Company of Canada Ltd. and Xxxxxx
7/18/97
Sausages & Delicatessens Limited

X. X. Xxxxx Company of Canada Ltd. and Mirage
11/1/96
Margarine Ltd. and Margarine Golden Gate-Micha
Inc.

CENTRAL EUROPE

PARTIES DATE OF AGREEMENT
------- -----------------

Weight Watchers Foods Central Europe B.V. and 7/11/96

November 23, 1999

Xxxxxx Xxxxxx

Weight Watchers Foods Central Europe B.V. and 5/1/87
Societe Senoble S.A.

Weight Watchers Foods Sweden and 4/18/97
Skanemejerier Ek. for

November 23, 0000

XXXXXX XXXXXXX

PARTIES DATE OF AGREEMENT
------- -----------------

XX Xxxxx Company, Ltd. and Yoplait, S.A. and Weight
8/8/95
Watchers International, Inc.

-- Letter HJH to Yoplait Dairy Crest Ltd.
9/6/95

-- Letter from Yoplait Dairy to HJH dated
9/6/95

XX Xxxxx Company, Ltd. and Sodiaal International,
5/12/98
Societe de Diffusion Internationale Agro Alimentaire
(Yoplait) and Weight Watchers International, Inc.
(Supplemental Agreement to above)

Sodiaal International Societe de Diffusion International,
5/12/98
Agro Alimentaire S.A., Avonmore Waterford Group PLC
and X. X. Xxxxx Company, Ltd.
(Sublicense agreement)

X. X. Xxxxx Company, Ltd. and Warburtons Limited
8/10/87

X. X. Xxxxx Company, Ltd. and Golden Vale PLC
11/15/93

X. X. Xxxxx Company, Ltd. and Dairy Crest Limited
1/29/97

X. X. Xxxxx Company, Ltd., X. X. Xxxxx Company
11/27/96

November 23, 1999

(Ireland) Limited and Xxxxxx Xxxxxxx Bakeries Ltd.

X. X. Xxxxx Company, Ltd. and Xxxxxxx Xxxxxxx Limited
2/17/94

X. X. Xxxxx Company, Ltd. and Xxxxxxx'x Foods Limited
7/24/96

X. X. Xxxxx Company, Ltd. and Manor Bakeries Ltd.
9/6/95

X. X. Xxxxx Company, Ltd. and K Foods PLC
11/1/96

X. X. Xxxxx Company, Ltd. and Hot Bread Kitchens Ltd.
5/17/99
November 23, 0000

XXXXXX XXXXXX

PARTIES DATE OF AGREEMENT
------- -----------------

Heinz USA (now Heinz Frozen Food Company) 12/20/89
(Licensor) and Roman Meal Company (Licensor)
Amended: December 29, 1989 (not included)
June 25, 1991
June 26, 1992

Heinz USA (now Heinz Frozen Food Company) 4/30/90
(Licensor), Creative Products and Creative Home
Products, Inc. (Licensee)
Amended June 29, 1992

Weight Watchers Gourmet Food 10/31/96
Company (now Heinz Frozen Food Company)
(Licensor) and River Ranch
Fresh Foods, Inc. (Licensee)

Weight Watchers Food Company (now 1/95
Heinz Frozen Food Company) (Licensor)
and Eskimo, Inc. (Licensee)
Amendment: January 20, 1995
February 19, 1998
Sublicenses (not included):
1. Xxxxxxx Ice Cream (Denver, CO)
2. Shamrock Foods Ltd. (Phoenix, AR)
3. H.P. Hood (MA)
4. Xxxx Dairy (Lancaster, PA)
5. Barbers Ice Cream (subsidiary of Xxxx Foods)
(Birmingham, AL)

Xxxxxxx Foods, Inc. (now Heinz Frozen Food 9/1/73
Company) (Licensor) and Xxxxxxx-Xxxxxx
(Licensee) (Licensee now Xxxxx Xxxxxx Food, Inc.)

November 23, 1999

Weight Watchers Gourmet Food 3/31/97
Company (now Heinz Frozen Food Company)
(Licensor) and Hain Food
Group (Licensee)

November 23, 1999

SCHEDULE 3.15(a)(iv)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

U. S. Copyright Registrations

See the attached.

SCHEDULE 3.15(c)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Intellectual Property - Encumbrances

None.

SCHEDULE 3.15(d)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Exceptions to Intellectual Property

1. In Jamaica, a third party has applied to register the Weight Watchers
trademark on certain food products.

2. In the U.S., a data base vendor retained by some of the WWI franchisees is
offering third party consumer product companies access to WWI members via
a joint promotional mailing to members without WWI authorization and
indicating that the promotion carries with it an endorsement of the third
parties' products by WWI. Prior to the Closing, Parent will and will cause
WWI to use their reasonable best efforts, and take such actions as may be
reasonably requested by Purchaser, to protect WWI's rights in this matter.

SCHEDULE 3.16

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Taxes

(g) Asserted or Threatened Tax Deficiencies

1. WW North America - FY 97 federal income tax audit concerning inventory
contribution. Year of deduction and amount of deduction could be
challenged. Major concern is amount of deduction. The issue concerns the
determination of fair market value. Reserve in the amount of $950,000 has
been established to cover this issue.

2. WW Germany - Issue relating to utilization of NOL's. A proposal is
currently being discussed with German tax authorities. A reserve of DM
1,200,000 (US$ 680,000) has been established.

3. WW France - Debt forgiven and subsidy insure that NOL's do not expire. Tax
authority could challenge this position. VAT may be due on subsidy and
debt forgiven. Disallow a portion of book royalties paid to Macmillan.
Payroll taxes due on FY 95 "Social Security" settlement. Reserve in the
amount of FF 3,116,000 (US$ 525,000) has been established to cover these
issues.

4. Weight Watchers UK - Inland Revenue reviewing (a) current franchise
commission rate and (b) VAT refund received and booked in FY 96. Regarding
the franchise fee, the Inland Revenue believes the rate is too high and
that the taxpayer has deducted fees that should be disallowed. Potential
assessment is estimated to be (pound)503,000 (US$ 815,000). Regarding the
second issue, Parent has not created a reserve.

5. WW Switzerland -- VAT -- Beginning 1/1/95, Switzerland instituted VAT. WW
Switzerland ("WWS") never paid VAT on the belief that their revenues are
zero rated for VAT purposes. Swiss tax authority contacted WWS on or about
April 22, 1999 notifying them that they believe that VAT applies. No
reserve has been recorded.

6. WW North America - There are sales & use tax audits scheduled in Colorado,
California, Illinois and Louisiana; property tax audits scheduled in
California and Connecticut. The

potential assessments are not considered to be material.

7. WW North America -- There is a pending New York State income tax audit for
FY 95- 98.

(j) - Pending or Threatened Tax Proceedings

1. WW North America - In Illinois, Parent has protested two issues. Parent
expects that the total liability potential will be less than $50,000.

SCHEDULE 3.19

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Subsidiaries

See the attached chart. The two Brazilian entities listed in which WWI owns a
35% equity interest should be excluded for purposes of the representation.

------------------------------------------------------------------------------------------------------------------------------------

X.X. XXXXX COMPANY

------------------------------------------------------------------------------------------------------------------------------------

-------------------------------------
WEIGHT WATCHERS INTERNATIONAL, INC.
VIRGINIA CORPORATION - 100% HJH
-------------------------------------

------------------------------- ------------------------------------------------ -------------------------------------------------
Weight Watchers U.K. Ltd. ACTIVE AFFILIATES INACTIVE AFFILIATES
Great Britain Corp.
99.9995% WWWRS W.W. Weight Reduction Services, Inc. - DE 58 WW Food Corp. - NY
.0005% WW21st Weight Watchers Direct, Inc. - DE Waist Watchers, Inc. - DE
------------------------------- Weight Watchers North America, Inc. - DE Weight Watchers Camps, Inc. - NY
W.W.I. European Services, Ltd. - NY Weight Watchers Camps and Spas, Inc. - DE
------------------------------- W/W Twentyfirst Corporation - NY
Weight Watchers (Exercise) Ltd. W.W. Inventory Service Corp. - DE Watch Your Weight Club (Pty.) Ltd. - South Africa
Great Britain Corp. The Weight Watchers Foundation, Inc. - NY Weight Watchers Australia Pty. Ltd. - Australia
100% WWUK Weight Watchers International (Pty.) Ltd. -
------------------------------- 78459 B.C. Ltd. - Canada Australia (50% WWNA, 50% WWI)
Il Salvalinea, S.R.L. - Italy Weight Watchers Botswana (Proprietary) Ltd. -
------------------------------- Weight Watchers Belgium - Belgium Botswana
Weight Watchers (Accessories Weight Watchers (Deutschland) G.m.b.H. - Germany Weight Watchers Classes Limited - Ireland
and Publication) Ltd. Weight Watchers Estonia - Estonia Weight Watchers de Colombia Ltd. - Columbia
Great Britain Corp. Weight Watchers France SARL - France Weight Watchers Espana S.A. - Spain
100% WWUK Weight Watchers Suomi Oy - Finland (90% WWI) Weight Watchers Italiana S.p.A. - Italy (98% WWI,
------------------------------- Weight Watchers Sweden AB Vikt-Vaktarna - Sweden 2% WW Twentyfirst)
(90% WWI) Weight Watchers (Lesotho)(Proprietary) Ltd. -
------------------------------- Weight Watchers (Switzerland) SA - Switzerland South Africa
Weight Watchers Weight Watchers do Brasil Programas Alimentares Weight Watchers (Swaziland) Prop. Ltd. - South
(Food Products) Ltd. Ltda. - Brazil (35% WWI) Africa
Great Britain Corp. Vigilantes do Peso Marketing Ltda. - Brazil (35% Weight Watchers Limited - New Zealand
100% WWUK WWI) Weight Watchers (Vigilantes De Pesa) De Mexico
------------------------------- Weight Watchers Polska Sp. z.o.o. - Poland S.A. de C.V. - Mexico (98% WWI, .4% WW
Weight Watchers Latvia - Latvia Twentyfirst, .4% WW Travel & Tours Corp., .4%
Weight Watchers Nederlands B.V. - Netherlands WW Camps)

------------------------------------------------------------------------------------------------------------------------------------
Unless otherwise noted, all affiliates are owned 100% by Weight Watchers International, Inc.
------------------------------------------------------------------------------------------------------------------------------------

SCHEDULE 3.20

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Accounts Receivable

None.

SCHEDULE 3.21

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Year 2000

See the attached.

The Companies are pursuing their Y2K plans. Y2K Compliance will require that
work continue on such plans following Closing.

SCHEDULE 4.4

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

No Conflict (Purchaser)

None

SCHEDULE 5.3

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Conduct of Business

The reference in the first and second sentences of Section 5.3 of the
Agreement to "as expressly contemplated in this Agreement" includes without
limitation the consummation of the transactions contemplated by the Agreement
including Purchaser's access as described in Section 5.1 of the Agreement; the
Reorganization and the Recapitalization of WWI and the Companies; and
Purchaser's and WWI's activities contemplated in Section 5.4 of the Agreement
relating to the Financing including without limitation the high yield Financing.

SCHEDULE 5.8

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Claims

None

SCHEDULE 6.6

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Guarantees

1. Classroom lease with 114 Liberty Associates located in New York City which
is guaranteed by X. X. Xxxxx Company

2. Office lease with the Queensland Local Government Superannuation Board
located in Brisbane, Australia which is guaranteed by X. X. Xxxxx Company
Australia Limited

3. Office lease with Grosvenor Royale Pty Ltd located in Melbourne, Australia
which is guaranteed by X. X. Xxxxx Company Australia Limited

4. Classroom lease with Olympia & York located in New York City (86th Street)
which is guaranteed by X. X. Xxxxx Company

5. Classroom lease for Fortuity New Zealand's operations which is guaranteed
by Xxxxx-Xxxxxx Holdings Ltd.

SCHEDULE 7.1(a)(1)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
X. X. XXXXX COMPANY,
and
ARTAL INTERNATIONAL S.A.

Parent Employees Permanently Assigned to WWI

The following employees of Parent have been permanently assigned to WWI:

1. Robert Hollweg
2. Jed Stricker

Purchaser agrees that it will offer employment, effective immediately
following the Closing, to such employees who, if they accept Purchaser's offer
of employment, will become employees of Purchaser.

Purchaser will be responsible for the portion of Carmen DuBroc's
compensation and benefits paid by Parent in addition to the portion of her
compensation and benefits paid by WWI. The Letter Agreement with her dated July
8, 1997 describes her total compensation and benefits as of that date.

SCHEDULE 7.1(a)(2)

TO THE RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.,
H. J. HEINZ COMPANY,
and
ARTAL INTERNATIONAL S.A.

Parent's Severance Policies

See the attached documents. Appendix D, "The Operation Excel
Enhanced Severance Program", to H. J. Heinz Company Severance Pay Plan provides
the applicable formula for determining severance payments to eligible salaried
employees. In addition to the attached severance plans, certain employees are
entitled to additional severance pursuant to individual employment arrangements
and/or statutory requirements if such amounts are greater than the amounts which
would be payable under such severance plans.

H. J. HEINZ COMPANY
SEVERANCE PAY PLAN

Article I

Introduction

1.01. Name - This Plan shall be known as the H. J. Heinz Company Severance
Pay Plan.

1.02. Status under ERISA - For purposes of ERISA, this Plan constitutes a
portion of the Company's Group Benefits Program for Nonbargaining Employees, a
welfare benefit plan as defined in ERISA.

1.03. Effective Date - The Plan was originally effective June 1, 1997 and
is amended and restated as set forth herein effective December 1, 1998.

Article II

Definitions

2.01. Defined Terms - Unless otherwise required by the context,
capitalized terms used herein shall have the meanings set forth in this Section
2.01. Any capitalized term not specifically defined herein shall have the
meaning set forth in the RSP.

"Affiliate" has the same meaning as that set forth in the RSP.

"Company" means H. J. Heinz Company, a Pennsylvania corporation.

"Continuous Service" means all Service rendered since the Employee's most
recent date of hire by the Employer or an Affiliate. Periods of Salary
Continuation are disregarded for this purpose.

"Earnings" means an Employee's regular weekly base salary, excluding all
bonuses, fringe benefits, or other forms of supplemental or incentive
compensation.

"Employee" means any person employed by the Employer to render personal
services to the Employer for a regular stated compensation other than a
pension, retainer, fee under contract, or hourly wage. The term "Employee"
does not include any worker who is designated as a contract worker rather
than an employee for purposes of the Employer's pay practices whether or
not such worker is a "leased employee" as that term is defined in Section
414(n) of the Internal Revenue Code.

"Employer" means H. J. Heinz Company or any of its Affiliates, excluding
any Affiliate the employees of which are excluded from this Plan, as set
forth in Schedule A.

"Employment" means the period or periods during which an individual is an
Employee, which includes any period of Salary Continuation.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

Plan Administrator" means the plan administrator designated under the
Program.

"Plan" means the H. J. Heinz Company Severance Pay Plan, as set forth in
this document and as amended from time to time.

"Program" means the Company's Group Benefits Program for Nonbargaining
Employees, of which this Plan is a part.

"Release" means a signed general release of all claims against the
Employer arising prior to execution thereof which is designed to ensure
that both the Employee and the Company have their rights and obligations
established with certainty and finality, including, in the case of an
Employee who is 40 years of age or older, a release of age discrimination
claims under the federal Age Discrimination in Employment Act in
compliance with the Older Workers Benefit Protection Act.

"RSP" means the H. J. Heinz Company Employees Retirement and Savings Plan,
as amended from time to time.

"Salary Continuation" means payment of regular compensation to an
individual who is not actively at work but who continues to be carried as
an Employee on the Employer's payroll.

"Service" has the same meaning as that set forth in the RSP.

"Severance Pay" means severance benefits provided by the Employer for
terminated former Employees as described in this Plan.

"Successor Employer" means any person or entity that assumes operations or
functions normally carried out by the Employer (such as the buyer or other
transferee of a facility, business unit or portion thereof disposed of by
the Employer or an entity to which an operation or function is
outsourced), any Affiliate, or any entity making employment available to
former Employees at the request of the Employer (such as a joint venture
of which the Employer is a member).

"Termination Date" means the date on which the Participant ceases to be
carried as an Employee on the payroll system of the Employer.

2.02. Construction. The masculine gender, where appearing in the Plan,
shall be deemed to include the feminine gender, unless the context clearly
indicates to the contrary. Titles of Sections are inserted for convenience and
shall not affect the meaning or construction of the Plan.

Article III

Eligibility

3.01. Eligible Employees. An Employee is eligible for benefits under this
Plan as of his or her Termination Date provided termination of Employment is
involuntary on the part of the Employee and is instigated by the Company for
reasons beyond the control of the Employee including elimination of job, plant
or location closing with no offer of transfer, or reduction in force (layoff),
and such

termination of Employment does not fall within a an ineligible category set
forth in Section 3.02 below.

3.02. Ineligible Employees. Unless specifically provided under a temporary
program authorized pursuant to Section 4.03 below, an Employee is not eligible
for benefits under this Plan if termination of Employment falls into one or more
of the following categories, as determined by the Plan Administrator:

a. Voluntary Termination or Retirement. A former Employee is not eligible
for benefits under this Plan if the Plan Administrator determines in its
sole and exclusive judgment that termination of Employment was by reason
of resignation or retirement, even if the Employee had good reasons for
feeling compelled to resign or retire.

b. Discharge for Cause. A former Employee is not eligible for benefits
under this Plan if the Plan Administrator determines in its sole and
exclusive judgment that the Employee was discharged for cause. Cause
includes, but not by way of limitation, dishonesty, being at work under
the influence of drugs or alcohol, acts or threats of violence, violation
of Company policy or Company rules and regulations including federal and
state statutes, insubordination, or unsatisfactory work performance.

c. Death. A former Employee is not eligible for benefits under this Plan
if termination of Employment resulted from the Employee's death.

d. Leave of Absence. An authorized leave of absence is not a termination
of Employment for purposes of this Plan.

e. Disability. Severance Pay is not payable to an Employee who is eligible
for benefits under the H. J. Heinz Company Long-Term Disability Plan.

f. Change of Ownership. A former Employee is not eligible for benefits
under this Plan if the Plan Administrator determines in its sole and
exclusive judgment that the former Employee has received from a Successor
Employer an offer of employment not requiring relocation and commencing
promptly following termination of Employment, whether or not the former
Employee has accepted such position.

3.03. Changed Decisions. The Employer has the right to cancel or
reschedule a previously announced or scheduled layoff or other involuntary
termination of Employment. An Employee is not eligible for Severance Pay under
this Plan if an announced or scheduled termination of Employment is canceled
before termination actually occurs.

3.04. Transition Assistance. A former Employee is not eligible for
benefits under this Plan if the Plan Administrator determines in its sole and
exclusive judgment that the Employee failed to satisfy to the Employer's
satisfaction all transition assistance requests, such as aiding in the location
of files or records, preparing final reports, and similar transitional
functions.

Article IV

Amount of Severance Benefits

4.01. Basic Severance Pay. An eligible Employee shall be entitled to
Severance Pay consisting of one week of Earnings for each year of Continuous
Service. Pro-rated benefits will be paid for any fractional year of service.

4.02. Optional Separation Pay. In addition to the basic Severance Pay, an
eligible Employee may be eligible for an additional optional separation
allowance as consideration for executing a Release if the Company so requests.
As consideration for the execution of a requested Release, the Employee shall be
entitled to an additional separation allowance equal to one week of Earnings for
each year of Continuous Service. Pro-rated benefits will be paid for any
fractional year of service.

4.03. Special Separation Pay. The Employer may from time to time offer
special Severance Pay for Employees terminating Employment during a limited
period or in connection with a specific event, such as an exit incentive under a
reduction in force program or in the context of a facility closing or other
business development resulting in reduced employment needs. Any such temporary
severance arrangement which may be offered from time to time shall be set forth
in an Appendix to this Plan and shall be in lieu of, and not in addition to,
benefits otherwise payable under this Plan.

4.04. Limitation on Amount. Notwithstanding the foregoing provisions of
this Article IV, the aggregate amount of Severance Pay to or on behalf of any
former Employee pursuant to this Plan (including any Appendix thereto) shall not
exceed the equivalent of twice the Employee's total annual compensation during
the year immediately preceding the termination of his service. No benefits that
would constitute "excess parachute payments" within the meaning of Internal
Revenue Code section 280G, or cause any other amounts to be "excess parachute
payments", will be payable under this Plan.

Article V

Payment of Severance Benefits

5.01. Form of Payment. Payment of Severance Pay to an Employee shall be
the responsibility of the Employer entity (Company or Affiliate) which had
payroll responsibility with respect to the Employee. Basic and/or optional
Severance Pay will be paid in a cash lump sum or, if the Employer so determines,
as periodic payments (without interest). In the event of the death of a former
Employee entitled to Severance Pay before receipt of the full amount thereof,
the balance shall be payable in a single cash lump sum to the personal
representative of the estate of the former Employee.

5.02. Time of Payment. Severance Pay to which a former Employee is
entitled will be paid (or commence) as soon as administratively feasible after
termination of Employment, provided that optional Severance Pay will not be paid
(or commence) until the former Employee's executed release has become
irrevocable. Notwithstanding the preceding sentence, in individual cases the
Employer, in its sole discretion, may postpone the payment (or commencement) of
all or part of a former Employee's Severance Pay until January of the calendar
year following the date of termination of Employment.

5.03. Limitation on Duration. Notwithstanding foregoing provisions of this
Article V, the duration of payments of Severance Pay pursuant to this Plan
(including any Appendix thereto) shall not extend beyond 24 months after
termination of Employment.

5.04. Tax Withholding. Taxes will be withheld from Severance Pay to the
extent required by law.

5.05. Employees Rehired After Separation. In the event that an Employee
who was involuntarily terminated from Employment with entitlement to benefits
under this Plan is reemployed by the Employer, any Severance Pay not yet
received by the Employee at the time of such rehire will not be paid. If such
reemployment occurs within one year after such termination of Employment, the
Employee will be required, as a condition of such reemployment, to refund to the
Employer that portion of any Severance Pay that was previously paid with respect
to such termination which exceeds the Employee's Earnings at the time of such
termination multiplied by the number of weeks between such termination and such
reemployment.

Article VI

6.01. Integration with Other Payments. Benefits under this Plan are not
intended to be in addition to pay-in-lieu-of-notice or similar benefits provided
pursuant to other plans, programs, contracts or applicable laws such as the WARN
Act. Should such other benefits be payable, benefits under this Plan will be
reduced accordingly unless benefits paid under this Plan will be treated as
satisfying such other obligations.

6.02. Relation to Other Benefit Arrangements. Benefits under this Plan are
not counted as compensation for purposes of determining benefits under any other
plan or arrangement of the Employer.

6.03. Operation and Administration. This Plan is a part of the Program,
the provisions of which govern with respect to all matters not specifically
covered herein, including without limitation matters governing administration,
interpretation, amendment, and claims procedures.

Schedule A

Nonparticipating Employees

Employees of the following Affiliates are not covered by this Plan:

Any affiliate which is not based in the United States or its territories
or possessions.

Appendix B

The Millennia Enhanced Severance Program (MESP)

Pursuant to Section 4.03 of this Plan, special Severance Pay in the amount
specified in (b) below will be extended on a temporary basis, in lieu of
Severance Pay that might otherwise be payable pursuant to Section 4.01 or
Section 4.02 of this Plan, to any MESP eligible Employee described in (a) below:

(a) A MESP eligible Employee is any Employee whose Employment is
involuntarily terminated as a result of the closing of a facility or
related personnel reduction pursuant to Project Millennia, other than an
Employee entitled to benefits under Appendix A who has not waived such
benefits.

(b) The amount of the special Severance Pay is three (3) weeks of
Earnings (as of the time when termination of Employment occurs) for each
year of Continuous Service, pro rated for partial years of Continuous
Service, subject to the maximum set forth in Section 4.04 of this Plan.

Appendix C

The 1999 Enhanced Severance Program (ESP '99)

(a) A ESP '99 eligible Employee is any Employee whose Employment is
involuntarily terminated on or after December 1, 1998 and before December
1, 1999 as a result of the closing of a facility or related personnel
reduction pursuant to a 1999 restructuring initiative, including the
Frozen Food Company consolidation, the consolidation of Nature's Recipe
into Heinz Pet Products, or the Heinz USA general and administrative
personnel reduction, or any Heinz USA retail sales manager who elects to
retire under the Heinz USA Retail Sales Management Voluntary Retirement
Program or who is involuntarily terminated before December 1, 1999.

(b) The amount of the special Severance Pay is:

(i) in the case of an ESP'99 eligible Employee who is eligible
for an enhanced retirement allowance under the Employees' Retirement
System of H. J. Heinz Company Plan "A" - For Salaried Employees, and
who has not waived such enhanced benefit, two (2) weeks of Earnings
(as of the time when termination of Employment occurs) for each year
of Continuous Service, pro rated for partial years of Continuous
Service;

(ii) in the case of any other ESP'99 eligible Employee, three
(3) weeks of Earnings (as of the time when termination of Employment
occurs) for each year of Continuous Service, pro rated for partial
years of Continuous Service, subject to the maximum set forth in
Section 4.04 of this Plan.

Appendix D

The Operation Excel Enhanced Severance Program (OEESP)

(a) A OEESP eligible Employee is any Employee whose Employment is
involuntarily terminated as a result of the closing of a facility or
related personnel reduction pursuant to Operation Excel or who elected to
retire under a temporary pension enhancement window established pursuant
to Operation Excel.

(b) The amount of the special Severance Pay is:

(i) in the case of an OEESP eligible Employee who, by reason
of an Operation Excel intiative, is eligible for an enhanced
retirement allowance under the Employees' Retirement System of H. J.
Heinz Company Plan "A" - For Salaried Employees, and who has not
waived such enhanced benefit, two (2) weeks of Earnings (as of the
time when termination of Employment occurs) for each year of
Continuous Service, pro rated for partial years of Continuous
Service;

(ii) in the case of any other OEESP eligible Employee, three
(3) weeks of Earnings (as of the time when termination of Employment
occurs) for each year of Continuous Service, pro rated for partial
years of Continuous Service, subject to the maximum set forth in
Section 4.04 of this Plan.

H. J. HEINZ COMPANY
SPECIAL SEVERANCE PROGRAM
FOR
NONBARGAINING HOURLY EMPLOYEES

Article I

Introduction

1.01. Name - This Plan shall be known as the H. J. Heinz Company Special
Severance Program for Nonbargaining Hourly Employees.

1.02. Status under ERISA - For purposes of ERISA, this Plan constitutes a
portion of the Company's Group Benefits Program for Nonbargaining Employees, a
welfare benefit plan as defined in ERISA.

1.03. Effective Date - The Plan was originally adopted effective June 1,
1997 as the "H. J. Heinz Company Millennia Enhanced Severance Program for
Nonbargaining Hourly Employees" and is renamed and restated herein effective
October 1, 1998.

Article II

Definitions

"Affiliate" has the same meaning as that set forth in the SAVER Plan.

"Company" means H. J. Heinz Company, a Pennsylvania corporation.

"Continuous Service" means all Service rendered since the Employee's most
recent date of hire by the Employer or an Affiliate.

"Earnings" means an Employee's regular weekly base pay, excluding all
overtime pay, fringe benefits, or other forms of supplemental or incentive
compensation.

"Employee" means any person employed by the Employer to render personal
services to the Employer for an hourly wage who is not represented by a
collective bargaining agreement. The term "Employee" does not include any
worker who is designated as a contract worker rather than an employee for
purposes of the Employer pay practices whether or not such worker is a
"leased employee" as that term is defined in Section 414(n) of the
Internal Revenue Code.

"Employer" means H. J. Heinz Company or any of its Affiliates based in the
United States.

"Employment" means the period or periods during which an individual is an
Employee.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"Health Care Coverage" means the health care coverage under an
Employer-sponsored plan or program in effect at an Employee's Termination
Date for the benefit of the Employee and, if applicable, the Employee's
spouse and/or dependants.

"Plan Administrator" means the plan administrator designated under the
Program.

"Plan" means the H. J. Heinz Company Special Severance Program for
Nonbargaining Hourly Employees, as set forth in this document and as
amended from time to time.

"Program" means the Company's Group Benefits Program for Nonbargaining
Employees, of which this Plan is a part.

"SAVER Plan" means the H. J. Heinz Company SAVER Plan, as amended
from time to time.

"Service" has the same meaning as that set forth in the SAVER Plan.

"Severance Pay" means severance benefits provided by the Employer for
terminated former Employees as described in this Plan.

"Termination Date" means the date on which the Participant ceases to be
carried as an Employee on the payroll system of the Employer.

Article III

Eligibility

3.01. Eligible Employees. An Employee is eligible for benefits under this
Plan as of his or her Termination Date provided termination of Employment was a
result of the closing of a facility or related personnel reduction pursuant to
Project Millennia or Operation Excel and such termination of Employment does not
fall within a an ineligible category set forth in Section 3.02 below.

3.02. Ineligible Employees. An Employee is not eligible for benefits under
this Plan if termination of Employment falls into one or more of the following
categories, as determined by the Plan Administrator:

c. Death. A former Employee is not eligible for benefits under this Plan
if termination of Employment resulted from the Employee's death.

d. Change of Ownership. A former Employee is not eligible for benefits
under this Plan if the Plan Administrator determines in its sole and
exclusive judgment that the former Employee has received from a Successor
Employer an offer of employment not requiring relocation and commencing
promptly following termination of Employment, whether or not the former
Employee has accepted such position.

Article IV

Amount of Severance Benefits

4.01. Severance Pay. The Severance Pay receivable by or on behalf of an
eligible Employee under this Plan shall be the amount determined under a. or b.
below, whichever is applicable, applied in each case by calculating a pro-rated
amount for any fractional year of service:

a. Up to Ten Years of Continuous Service. An eligible Employee who has
not more than 10 full years of Continuous Service shall be entitled
to Severance Pay consisting of one week of Earnings for each year of
Continuous Service.

b. Over Ten Years of Continuous Service. An eligible Employee who has
more than 10 years of Continuous Service shall be entitled to
Severance Pay consisting of one week of Earnings for each year of
Continuous Service not in excess of 10 full years and one and
one-half weeks of Earnings for each year of Continuous Service in
excess of 10 full years.

Pro-rated benefits will be paid for any fractional year of service.
Notwithstanding the provisions of the foregoing paragraphs of this Section 4.01,
the aggregate amount of Severance Pay to or on behalf of any former Employee
pursuant to this Plan shall not exceed the equivalent of twice the Employee's
total annual compensation during the year immediately preceding the termination
of his service.

4.02. Health Care Continuation. Each eligible Employee who is entitled to
Severance Pay under Section 4.01 shall also be entitled to continuation of
Health Care Coverage, at the Employer's expense, for a period of six months
following the Employee's Termination Date (unless a difference period is
specified in an applicable Appendix).

Article V

Payment of Severance Benefits

5.01. Form of Payment. Payment of Severance Pay to an Employee shall be
the responsibility of the Employer entity (Company or Affiliate) which had
payroll responsibility with respect to the Employee. Severance Pay will be paid
in a cash lump sum. In the event of the death of a former Employee entitled to
Severance Pay before receipt of the full amount thereof, the balance shall be
payable in a single cash lump sum to the personal representative of the estate
of the former Employee.

5.02. Time of Payment. Severance Pay to which a former Employee is
entitled will be paid (or commence) as soon as administratively feasible after
termination of Employment. Notwithstanding the preceding sentence, in individual
cases the Employer, in its sole discretion, may postpone the payment (or
commencement) of all or part of a former Employee's Severance Pay until January
of the calendar year following the date of termination of Employment.

5.03. Tax Withholding. Taxes will be withheld from Severance Pay to the
extent required by law.

5.04. Employees Rehired After Separation. In the event that an Employee
who was terminated from Employment with entitlement to benefits under this Plan
is reemployed by the Employer, any Severance Pay not yet received by the
Employee at the time of such rehire will not be paid.

Article VI

Miscellaneous

6.02. Relation to Other Benefit Arrangements. Benefits under this Plan are
not counted as compensation for purposes of determining benefits under any other
plan or arrangement of the Employer.

SCHEDULE 8.1

TO THE RECAPITALIZATION
AND STOCK PURCHASE AGREEMENT
AMONG WEIGHT WATCHERS INTERNATIONAL, INC.
H. J. HEINZ COMPANY,
and
ARTAL INTERNATIONAL S.A.

Excluded Assets and Liabilities

1. See the attached list of Parent Retained Trademarks which will be
transferred to Parent as part of the Intellectual Property Reorganization
outlined on Exhibit A to the Agreement. The foregoing is subject to
certain geographical restrictions when used in conjunction with "Weight
Watchers" and similar trademarks as set forth in the Operating Agreement.

2. The trademarks being distributed to Parent (other than those identified in
Item 1 above) pursuant to the Intellectual Property Reorganization as
outlined on Exhibit A to the Agreement.

3. The following is a list of promissory notes issued by WWI in connection
with certain franchise repurchases:

Principal Balance
Debtor Creditor as of 4/30/99 Maturity Date
------ -------- ------------- -------------

1. WW Southeast Weight Watchers $3,450,000 3/30/03
of Baltimore

2. WW Subsidiary Weight Watchers $6,650,000 6/9/00
of Louisiana

3. Weight Watchers Ralph Chicor $2,737,500 5/19/04
International

4. Weight Watchers Phyllis Chicorel $2,737,500 5/19/04
International

5. WW West Coast Rifken Family Trust $102,413 1/1/01

6. WW West Coast Fredric Rifken $97,587 1/1/01

7. Weight Watchers Weight Watchers $5,000,000 5/16/01
of Southern of Orange County
California

4. The food sublicenses and direct food licenses referred to in Sections 8(a)
and 8(b) of Exhibit A to the Agreement

5. Liabilities relating to (i) the H. J. Heinz Company Incentive Compensation
Plan (the Shareholder Success Plan) and management bonus plans which
relate to periods prior to the Closing and (ii) any stay bonuses owed or
incentive or retention arrangements made by Parent and/or WWI to employees
of the Companies in order to incentivize them to stay through the closing
of the sale of the Business and for a period thereafter

6. Book overdrafts and interest bearing debt

7. Notes receivable as described in Note 2, "Adjustments", to the 1999
Combined Statements of Assets and Liabilities

8. Income taxes and related deferred income tax accounts

9. The Receivable relating to the "Non Returnable Payment" (as that term is
defined in the agreement with Simon & Schuster) in connection with the
sale of exclusive publishing rights to Simon & Schuster in 1992 which is
due to be paid on December 21, 1999 is an Excluded Asset. The royalties to
be received under the exclusive rights agreement following the Closing
Date that are paid by Simon & Schuster on publications sold, however, are
not Excluded Assets.

10. Indemnity Agreement dated October 1, 1995 between WWI and Gairspar
Investments Limited with respect to premises in the City of Mississauga,
Ontario, Canada leased to The Fitness Institute as part of the Fitness
Business.

11. The Canadian entity 78459 B.C. Ltd.

12. Cash and cash equivalents.

13. All books and records relating solely to the Excluded Assets.

PARENT RETAINED TRADEMARKS

TRADEMARKS REPORT DATE 06/18/1999 PG: 1
============================================================================================================================

MATTER # COUNTRY FILED APPL# REGISTERED REG# STATUS
============================================================================================================================

============================================================================================================================
HEALTHY GOURMET
============================================================================================================================

9500011 CANADA 01/27/1995 774,083 07/15/1997 478,521 REGISTERED

GOODS: 29-FOOD PRODUCTS NAMELY, FROZEN ENTREES, MARGARINE AND CHEESE.

============================================================================================================================
HEALTHY RECIPES
============================================================================================================================

9500010 CANADA 01/27/1995 774,083 PENDING

GOODS: 29-All goods in class.
============================================================================================================================
SMART ONES
============================================================================================================================

9200009 UNITED STATES 12/10/1991 74/229,521 01/03/1995 1,871,763 REGISTERED

GOODS: 29-Frozen food entrees and/or side dishes consisting primarily of meat, fish, poultry and/or
vegetables, with such entrees or side dishes also including rice, bread and/or pasta.
30- Frozen food entrees and/or side dishes consisting primarily of pasta and rice; and pizza.

9300027 CANADA 12/09/1992 718,590 03/22/1996 455,672 REGISTERED

GOODS: 29-FROZEN FOOD ENTREES AND/OR SIDE DISHES CONSISTING PRIMARILY OF MEAT, FISH, POULTRY AND/OR
VEGETABLES, WITH SUCH ENTREES OR SIDE DISHES ALSO INCLUDING RICE, BREAD AND/OR PASTA; AND
PRIMARILY CONSISTING OF PASTA AND RICE; PIZZA
30-All goods in class.

9400018 UNITED STATES 05/20/1994 74/528,148 08/15/1995 1,911,590 REGISTERED

GOODS: 29-FROZEN ENTREES CONSISTING OF CHICKEN, BEEF, FISH AND/OR VEGETABLES.
30-FROZEN ENTREES CONSISTING OF PASTA AND/OR RICE ALONE OR IN COMBINATION WITH OTHER FOODS.

9400078 CANADA 03/21/1994 750,409 08/30/1996 462,292 REGISTERED

GOODS: 1-SALAD DRESSINGS, MAYONNAISE AND PASTA SAUCES.

9500026 CANADA 12/22/1994 771,701 08/30/1996 462,504 REGISTERED

GOODS: 29-MUFFINS, BREADS.

T00206BX0 BENELUX 10/12/1998 924662 PENDING

GOODS: 29-FROZEN ENTREES AND/OR SIDE DISHES CONSISTING PRIMARILY OF MEAT, FISH, POULTRY AND/OR
VEGETABLES, WITH SUCH ENTREES OR SIDE DISHES ALSO INCLUDING RICE, BREAD-AND/OR PASTA. CHEESE;
MARGARINE AND MAYONNAISE.
30-FROZEN ENTREES AND/OR SIDE DISHES CONSISTING PRIMARILY OF PASTA AND/OR RICE ALONE OR IN
COMBINATION WITH OTHER FOODS; AND PIZZA. FROZEN DESSERTS CONSISTING OF MILK BASED OR MILK
SUBSTITUTE BASED DESSERTS, CAKES, PIES AND MOUSSES.

T00206EU0 EUROPEAN UNION
(CTM) 10/13/1998 952721 PENDING

GOODS: 29-FROZEN ENTREES AND/OR SIDE DISHES CONSISTING PRIMARILY OF MEAT, FISH, POULTRY AND/OR
VEGETABLES, WITH SUCH ENTREES OR SIDE DISHES ALSO INCLUDING RICE, BREAD AND/OR PASTA. CHEESE;
MARGINE AND MAYONNAISE.
30-FROZEN ENTREES AND/OR SIDE DISHES CONSISTING PRIMARILY OF PASTA AND/OR RICE ALONE OR
IN COMBINATION WITH OTHER FOODS; AND PIZZA. FROZEN DESSERTS CONSISTING OF MILK BASED OR
MILK SUBSTITUTE BASED DESSERTS, CAKES, PIES AND MOUSSES.

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TRADEMARKS REPORT DATE 06/18/1999 PG:2

MATTER # COUNTRY FILED APPL # REGISTERED REG # STATUS
--------------------------------------------------------------------------------------------------

T00206US2 UNITED STATES 01/08/1998 75/415,119 11/17/1998 2,204,080 REGISTERED

GOODS: 30 - FROZEN DESSERTS CONSISTING OF MILK BASED OR MILK SUBSTITUTE BASED DESSERTS,
CAKES, PIES AND MOUSSES.

T00206ZA0 SOUTH AFRICA 01/25/1999 99/00969-70 PENDING

GOODS: 29 -

30 -

T00439CA0 CANADA 01/26/1996 802,847 04/01/1997 474,010 REGISTERED

GOODS: 1 - PREPARED SOUPS, CHEESE PRODUCTS, PIZZA AND COOKIES.

--------------------------------------------------------------------------------------------------
SMART OPTIONS
--------------------------------------------------------------------------------------------------

9300001 UNITED STATES 04/09/1993 74/378,546 05/09/1995 1,893,490 REGISTERED

GOODS: 29 - FROZEN PREPARED MEALS CONSISTING OF MEAT, FISH, POULTRY AND VEGETABLES

30 - FROZEN PREPARED MEALS CONSISTING OF PASTA; FROZEN MILK BASED OR MILK
SUBSTITUTE BASED DESSERTS, CAKES AND MOUSSES

9500032 UNITED STATES 06/02/1995 74/683,887 12/31/1996 2,026,467 REGISTERED

GOODS: 29 - FLAVORED SOUP BROTHS.

30 - SPAGHETTI SAUCE; NATURAL SWEETENER, FLAVORED SHAKE MIX.

01 - ARTIFICIAL SWEETENER

SCHEDULE 9.6

TO THE RECAPITALIZATION

AND STOCK PURCHASE AGREEMENT

AMONG WEIGHT WATCHERS INTERNATIONAL, INC.

H. J. HEINZ COMPANY,

and

ARTAL INTERNATIONAL S.A.

Governmental Approvals

The following list of governmental authorities is qualified to the extent
that such governmental authorities' approval is required in order to consummate
the transactions contemplated by the Agreement:

1. Australia (Foreign Investment Review Board); provided this consent must be
received prior to Closing and cannot be waived as a condition to Closing

2. Sweden

3. New Zealand

4. Finland

5. Germany

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