CERTIFIED COPY

Exhibit 3.34

XXXXXXX XXXXXX XXXXX XXXXXX, ESQ.

NOTARIAL OFFICE NO. 103

CERTIFIED COPY

WHICH CONTAINS THE PARTNERSHIP AGREEMENT FOR THE JOINT STOCK COMPANY WITH
OPEN-ENDED CAPITAL "HERBALIFE PRODUCTS DE MEXICO"

22,313
633
1992

AMEYALCO NO. 24 CASI ESQ. INSURGENTES, COL. DEL XXXXX, MEXICO CITY, D.F. C.P.
03100
TELEPHONE NOS. 000.00.00 ; 000.00.00 - FAX NO. 000.00.00

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

GAPA/RMR/RSR/MMP

BOOK NUMBER SIX HUNDRED AND THIRTY-THREE.
DOCUMENT NUMBER TWENTY-TWO THOUSAND THREE HUNDRED AND THIRTEEN.

IN MEXICO CITY, FEDERAL DISTRICT, on the first day of June, nineteen hundred and
ninety-two, XXXXXXX XXXXXX XXXXX XXXXXX, Esq., the holder of Public Notarial
Office Number One Hundred and Three of the Federal District, does set forth as
follows:

A) THE OFFICIAL FILING OF POWERS GRANTED ABROAD, which was carried out at
the request of XXXXXXX XXXXXXXXXXX XXXXXX, Esq.;

B) THE PARTNERSHIP AGREEMENT, UNDER THE FORM OF A JOINT STOCK COMPANY WITH
OPEN-ENDED CAPITAL, by which "HERBALIFE PRODUCTS DE MEXICO" is incorporated,
with the participation of "HERBALIFE INTERNATIONAL," INC. and "HERBALIFE
INTERNATIONAL OF AMERICA," INC., both of them represented herein by XXXXXXX
OLAVARRJETA XXXXXX, Esq., who also appears on his own behalf, and XXXXXXX
XXXXXXXXX XXXXX, Esq., and XXXXXX DEL RIO XXXXXX, Esq., as shareholders thereof,
under the following recitals and articles of incorporation:

RECITALS

ONE. Before me appeared XXXXXXX XXXXXXXXXXX XXXXXX, Esq., who requested,
under the terms of Article ninety-two of the Law on Notaries for the Federal
District, that I officially file the special powers of attorney granted by
"HERBALIFE INTERNATIONAL," INC. and "HERBALIFE INTERNATIONAL OF AMERICA," INC.
to XXXXXXX XXXXXXXXXXX XXXXXX, Esq., XXXXXX X. XXX XXX XXXXXXX, Esq., XXXXXX
XXXXXXX, Esq., and XXXX X. XXXXX, Esq. in order for them to exercise it jointly
or individually, both granted in the city of Inglewood, California, the United
States of America,

on the twenty-seventh day of May, nineteen hundred and ninety-two, before Xxx.
XXXXX XXX XXXX, Notary Public in and for the County of the City of Los Angeles,
State of California, United States of America, whose signature was certified by
Xx. Xxxx Xxxxx Xxxxxxxx Xxxxx, Consul General of Mexico in the City of Los
Angeles, State of California, United States of America, on the twenty-eighth day
of May, nineteen hundred and ninety-two.

I am attaching instrument the originals of the aforementioned documents
hereto as Appendices "A" and "B," together with their corresponding translations
and legalizations.

TWO. The appearing parties displayed to me License No. 09022076, and File
No. 9209021223, Page No. 35317, issued by the Office of the Secretary of Foreign
Relations on the twenty-second day of May, nineteen hundred and ninety-two,
authorizing the formation of a JOINT STOCK COMPANY WITH OPEN-ENDED CAPITAL under
the name "HERBALIFE PRODUCTS DE MEXICO". I am attaching this license hereto,
together with its payment order, as Appendix "C". In view of the foregoing, the
appearing parties agree to the following:

TERMS AND CONDITIONS

THE OFFICIAL FILING OF POWERS OF ATTORNEY

SOLE PARAGRAPH. In order that they may take legal effect in Mexico, under
the terms of Article ninety-two of the Law on Notaries for the Federal District,
the special powers granted abroad are officially filed, which powers were
granted to [sic] "HERBALIFE INTERNATIONAL," INC. and "HERBALIFE INTERNATIONAL OF
AMERICA," INC. in favor of XXXXXXX XXXXXXXXXXX, Esq. XXXXXX X. XXX XXX, Esq.
XXXXXX XXXXXXX, Esq. and XXXX X. XXXXX, Esq. who

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

shall enjoy the authority set forth in said powers of attorney.

THE PARTNERSHIP AGREEMENT FOR THE JOINT STOCK COMPANY WITH OPEN-ENDED
CAPITAL.

ARTICLES OF INCORPORATION

ARTICLE ONE. NAME. The name of the company is "HERBALIFE PRODUCTS DE
MEXICO," which shall always be followed by the words "SOCIEDAD ANONIMA DE
CAPITAL VARIABLE" [joint stock company with open-ended capital], or the
abbreviation thereof, "S.A. DE C.V.".

ARTICLE TWO. DOMICILE. The domicile of the company shall be in the city of
Guadalajara, State of Jalisco, but it may establish branch offices and agencies
and designate contractual domiciles in such agreements as it may make.

ARTICLE THREE. CORPORATE PURPOSE. The purposes of the company shall be:

I. The purchase, sale, importing, exporting, distribution, and sales
control of nutritional supplements and beauty and hygiene products.

II. The acquisition, subscription, holding, control, and transfer, by any
means, of shares of stock, securities, or partnership shares in any type of
company or enterprise, and the holding of equity in all manner of businesses.

III. To provide and to receive all manner of technical, administrative,
and consulting services to or from industrial, commercial, and service
companies, whether within the Republic of Mexico or abroad.

IV. To establish, acquire, construct, lease, operate, and possess, in any
manner allowed by law, factories, workshops, plants, warehouses, offices,
stores, and other establishments necessary for achieving the corporate purposes,
as well as to acquire all manner of industrial and commercial businesses,
including their shares, assets, and rights.

V. To represent or act as agent in the Republic of Mexico or abroad for
industrial or commercial companies, whether domestic or foreign.

VI. To purchase, sell, lease, manage, mortgage, and, in general, to trade,
in any manner, in real and personal property within the limitations established
by the law.

VII. To establish branch offices and subsidiaries in the Mexican Republic
or abroad.

VIII. To lend or borrow money with or without security, to issue bonds,
debentures, obligations, or other debt securities with the participation of such
institutions as may be required in each case in accordance with the law.

IX. To stand surety or guarantor for the obligations of third parties as
well as to issue and subscribe debt instruments relating to the purposes of the
business.

X. The acquisition, use, and transfer, by all legal means, of any type of
vehicle for the use of the company that may be necessary or convenient for the
performance of the business thereof.

XI. To obtain, acquire, use, or dispose of all manner of patents,
trademarks, trade names, or rights thereto, whether in Mexico or abroad.

XII. To redeem its own shares, and, if applicable, issue dividend shares.

XIII. In general, to enter into contracts, perform transactions, and carry
out all acts necessary or appropriate to achieve the purposes referred to above,
as well as the performance of any other civil or commercial act allowed by law.

ARTICLE FOUR. DURATION. The duration of the company shall be ninety-nine
years commencing from the date of the signing

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

of this instrument.

ARTICLE FIVE. WAIVER OF NATIONALITY. Any foreigner who, at the
organizational meeting or at anytime thereafter, acquires an interest or equity
holding in the company shall be deemed, merely by virtue of such fact, to be a
Mexican with respect to one and all and shall be deemed to agree not to invoke
the protection of his government under penalty, in the event of a breach of his
agreement, of forfeiting such interest or equity holding to the nation of
Mexico.

ARTICLE SIX. CAPITAL STOCK.

A. The closed-end portion of the capital stock, with no right of withdrawal, is
TEN MILLION MEXICAN PESOS, and shall be represented by TEN THOUSAND REGISTERED
SHARES with a par value of ONE THOUSAND MEXICAN PESOS each.

B. The open-ended portion of the capital stock shall be unlimited and shall be
represented by registered shares with a par value of ONE THOUSAND MEXICAN PESOS,
each.

C. All of the shares shall confer equal rights and obligations on their owners.

ARTICLE SEVEN. CLASSES OF SHARES. All of the shares representing the
capital stock shall be for open subscription and shall be divided into two
classes of shares, series roman numeral one which shall always represent the
closed-end portion of the capital, and series roman numeral two, which shall
always represent the open-ended portion of the capital stock.

ARTICLE EIGHT. ISSUANCE OF CERTIFICATES. The share certificates shall be
issued in accordance with the requirements established in Articles one hundred
and eleven, one hundred and twenty-five, one hundred and twenty-seven, and the
other pertinent articles of the General Law on Commercial Companies, as well as
Articles twenty-eight and thirty-one of the Law for the Promotion of Mexican
Investment

and Governing Foreign Investment, and must contain the provisions of Article
fifteen of these articles of incorporation. The shares must be represented by
printed certificates that are numbered in sequence, which must be signed by two
full directors.

ARTICLE NINE. OWNERSHIP AND TRANSFER OF SHARES.

A. Ownership of the shares shall be transferred by means of endorsing the
respective certificate or security, or by any other legal transfer. The
subscription, acquisition, and transfer of the shares shall be acknowledged by
the company only when they have been recorded in the share registry to be kept
by the Secretary. The securities or share certificates transferred under the
terms indicated shall be delivered to the company to be cancelled and for new
securities or certificates to be issued to the transferee.

B. The shares owned by foreign investors must also be recorded in the registry
referred to in Article twenty-three of the Law for the Promotion of Mexican
Investment and Governing Foreign Investment within the period indicated in that
law. No dividends or any other amount whatsoever corresponding to capital
reductions or to the liquidation of the company shall be paid to foreign
shareholders who are not recorded in the registry established in that law or
whose registration has been cancelled.

C. All transfers of shares shall be deemed to be unconditional and without
reservation with respect to the company. Therefore, any person that acquires one
or more shares shall assume all of the rights and obligations of the transferor
in relation to the company. The possession of one or more shares implies

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

acceptance on the part of the holder of the provisions of these articles of
incorporation, of any revisions or amendments made thereto, and of the
resolutions adopted in meetings of shareholders and of the Board of Directors,
within the scope of their respective powers.

ARTICLE TEN. INDIVISIBLE SHARES AND LOST SHARES.

A. The company shall deem each share to be an indivisible whole. If a share
belongs to two or more persons they must appoint a joint representative who
shall be the only one entitled to attend shareholders' meetings. In the event
that no joint representative is appointed, the person whose name appears first
in the share registry shall be deemed to be the joint representative.

B. In the event of the loss, destruction, or theft of one or more share
certificates, the procedure established in Articles forty-four, et seq., of the
General Law on Securities and Credit Transactions shall be followed.

ARTICLE ELEVEN. CAPITAL INCREASES.

A. Any increase in the open-ended portion of the capital stock shall be carried
out by means of a resolution by a regular shareholders' meeting and any increase
in the closed-end portion of the capital, with no right of withdrawal, shall
require a resolution by a special shareholders' meeting. No increase shall be
authorized unless the shares representing the increase immediately preceding it
have been fully subscribed and paid in.

B. All of the increases and reductions in the capital stock shall be recorded in
the registry for capital changes that the company shall keep for such purpose.

C. When adopting the corresponding resolution, the shareholders' meeting

that authorizes the increase shall determine the terms and conditions for
carrying it out. The shareholders shall have a preemptive right to subscribe
increases in the capital stock in proportion to the number of shares that each
of them owns, within fifteen days from the date the notice of the capital
increase is published in the Official Gazette, or in the newspaper having the
greatest circulation where company is domiciled, or from the date of the
shareholders' meeting if all of the shareholders were present or represented.
The remaining shares that were not subscribed shall be subscribed only by such
person or persons as the Board of Directors or said shareholders' meeting may
designate.

ARTICLE TWELVE. CAPITAL REDUCTIONS.

Capital reductions affecting the closed-end portion must be approved by a
special shareholders' meeting. Capital reductions affecting the open-ended
portion shall require only a resolution of a regular meeting of shareholders.

In the event of a capital reduction, provided that more than two years
have not passed since they were subscribed and paid, shares paid in cash, in
full or in part, shall not be redeemed unless the holders of such shares provide
security for the value of the property contributed as payment for such shares as
provided by the shareholders' meeting that approves the reduction.

ARTICLE THIRTEEN. SHAREHOLDERS' MEETINGS.

A. Supreme authority resides in the shareholders' meetings. They shall be
regular or special and shall be held at the domicile of the company.

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

B. The regular annual shareholders' meeting shall be held within four months of
the end of the fiscal year. Other regular or special shareholders' meetings may
be held when convened as established in this instrument.

C. Shareholders' meetings shall be called by the Board of Directors, by the
Chairman, by the statutory auditor, or as proposed in the General Law on
Commercial Companies. The meeting notice must include the agenda, i.e., the list
of matters to be deliberated upon, as well as the date, place, and time the
meeting is to be held. The meeting notices must be published in the Official
Gazette of the Federation or in one of the newspapers having the greatest
circulation where the company is domiciled at least fifteen days prior to the
date indicated for the meeting. No meeting notice shall be required when all of
the shareholders are present or represented when the meeting is convened.
Shareholders' meetings shall consider only the matters included in the
respective meeting notice.

D. The regular shareholders' meetings may make decisions on all matters except
for the following, which are reserved for special shareholders' meetings:

1. An extension of the duration of the company;

2. An early dissolution of the company;

3. An increase or reduction in the closed-end portion of the capital stock;

4. A change in the purpose of the company;

5. A change in the nationality of the company;

6. A change in the form of the company;

7. Merger with another company;

8. A split of the company;

9. The issuance of preferred shares;

10. Redemption by the company of shares from the closed-end portion of the
capital stock and the issuance of certificates of retired stock rights, or
beneficial shares;

11. The issuance of bonds;

12. Any other amendment to the articles of incorporation.

E. Regular shareholders' meetings shall be deemed to be lawfully convened when
at least fifty-one percent of the shares of the capital stock are represented,
if held on a first or subsequent meeting notice. Special shareholders' meetings
shall be deemed to be lawfully convened when at least seventy-five percent of
the capital stock is present or represented, if it involves a first or
subsequent meeting.

F. The resolutions of the regular shareholders' meetings shall be valid when
adopted by a favorable vote of a majority of the shareholders present at the
meeting; the resolutions of the special shareholders' meetings shall be valid
when adopted by a favorable vote of shareholders representing fifty-one percent
of the shares of the capital stock.

G. Board members may not vote at shareholders' meetings to approve their
accounts or on any matter affecting their personal accountability.

H. In adherence to the provisions of Article eight of this instrument, only
those persons recorded as shareholders in the

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

share register shall have the right to appear or be represented at the
shareholders' meetings. The shareholders may vote in person or through a proxy.
Each shareholders or shareholder's representative shall be entitled to one vote
per share.

The proxy may be conferred by telex, cable, or fax and subsequently confirmed by
letter. The board members, general manager, or statutory auditors may, as the
case may be, represent their own shares, but they shall not represent any other
shareholders in any shareholders' meeting.

I. At the start of a general shareholders' meeting the presiding officer shall
appoint two ballot officers who shall certify which shareholders are present and
the number of shares represented. The shareholders shall decide with respect to
challenges arising in regard to the attendance list or to the legal capacity of
the persons present, once the Secretary has been heard.

ARTICLE FOURTEEN. MINUTES.

A. The minutes of the shareholders' meetings, whether regular or special, and of
the Board of Directors' meetings, including those not held due to a lack of
quorum, shall be signed at least by the Presiding Officer, the Secretary, and by
any statutory auditors present.

B. The minutes of the shareholders' meetings and of the Board of Directors
meetings shall be recorded in a book of minutes to be kept by the secretary,
along with a duplicate of the minutes. In the case of shareholders' meetings,
the attendance list of the shareholders present certified by the ballot
officers, the proxies, copies of the publication

of the meeting notice and reports, company financial statements, and other
documents submitted to the shareholders' meeting of shareholders or to the board
shall be attached.

C. When the minutes of a shareholders' meeting or Board of Directors' meeting
cannot be recorded in the authorized book, such minutes shall be officially
filed with a public notary. The minutes of special shareholders' meetings shall
be officially filed and recorded with the Commercial Section of the Public
Register of Property where the company is domiciled

ARTICLE FIFTEEN. BOARD OF DIRECTORS.

A. The direction and management of all of the matters, property, and interests
of the company shall be conferred on a Board of Directors made up of the number
of directors elected by a shareholders' meeting, which shall in no case be less
than three, with their respective alternate members. The alternate directors may
also be elected by the shareholders and each of them may attend board meetings
in the absence of any full director and shall be entitled to vote in his
absence, provided that he is so authorized in writing or by telex, cable, or fax
confirmed by letter. The directors and their alternates need not be
shareholders. The alternate directors shall enjoy the same powers as the full
directors.

B. Any shareholders or group of shareholders that represents at least
twenty-five percent of the capital stock shall be entitled to appoint one full
director and his respective alternate. If one or more groups of shareholders
exercise this right, the other full and alternate directors shall be appointed
by a majority vote of the other shareholders. The directors appointed in
accordance with the provisions of this paragraph shall not be in addition to
but, rather, shall form part of the directors who are to make up the Board of

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

directors.

C. The directors shall be appointed for a term of one year and they shall
continue to hold office until such time as their successors have been appointed
and have taken office.

D. Any full or deputy director may be removed from office at any time with or
without cause by means of a resolution of a regular meeting of shareholders.

E. For the purpose of securing the faithful performance of his duties, each full
director and his deputy shall deposit with the company such security as may be
indicated thereto at the time of the election thereof. Such security shall not
be transferred during the time when the director is in office and shall not be
returned until such time as a meeting of shareholders has approved the accounts
pertaining to the period when the director was in office.

F. The members of the board of directors shall not incur any personal liability
at all to such persons as they may contract with on behalf of the company and,
to the latter, they shall only be liable for the performance of their duties
under the terms of this recorded instrument.

ARTICLE SIXTEEN. BOARD MEETINGS

A. The Board of Directors' meetings shall consider and vote only on those items
that appear on the agenda.

B. A majority of the directors or their alternates must be present to have a
quorum. If there is no quorum, those board members in attendance may postpone
the meeting until the necessary quorum is met.

C. Each director shall have one vote and the chairman shall not have a deciding
vote in the case of a tie.

D. Resolutions shall be made by a majority vote of the board members attending
the meeting.

ARTICLE SEVENTEEN THE BOARD'S POWERS

A. The Board of Directors shall represent the company with the fullest general
and special powers granted by law, including, but not limited to, those listed
below:

1. Powers for legal actions and collections, for administrative acts and acts of
ownership as stipulated in Article two thousand five hundred and fifty-four of
the Civil Code for the Federal District and the corresponding articles in the
Civil Codes of all the States of the Mexican Republic.

2. Powers as required by the special clause pursuant to Article two thousand
five hundred and eighty-seven of the Civil Code for the Federal District and the
corresponding ones in the Civil Codes of all the States of the Mexican Republic,
plus the power to bring xxxxxx proceedings, conduct them and withdraw them.

3. Xxxxxx to obtain financing and loans, to subscribe to, grant, endorse, trade
and endorse all types of negotiable instruments under the terms of Article nine
of the General Law on Negotiable Instruments and Credit Transactions.

4. Powers to confer, grant and rescind all types of endorsements and guarantees,
even in favor of third parties in any type of commercial and/or civil
transaction, and, generally, to carry out any legal acts relating to the
corporate purpose.

5. Xxxxxx to confer and xxxxxx general and special powers of attorney.

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

B. The Board of Directors is expressly authorized to initiate, defend, continue
or abandon all types of lawsuits and actions relating to the company's interests
before all types of courts; to file civil complaints, and to file criminal
complaints to the police and to the court; to grant special powers relating to
all types of criminal proceedings; to submit disputes to arbitration; to
initiate all of the proceedings and recourses established under Federal, State
or Municipal Laws including labor-related proceedings in the name of and on
behalf of the company; to direct and manage all types of contentious,
administrative, penal, civil or out-of-court matters in which the company is a
defendant or a plaintiff.

C. The Board of Directors shall appoint a Chairman from among its own members,
and shall also appoint a Secretary and an Assistant Secretary, none whom need be
members of the Board. The Board shall also appoint any other officer, delegates
or committees it deems appropriate to conduct the company's business in a
suitable manner. These officers may or may not be directors. The same person may
hold more than one office provided these offices are compatible. Any officer may
be removed from office at any time, with or without cause, by a vote of the
Board. Any vacancy may be filled by a vote of the Board.

ARTICLE EIGHTEEN. POWERS OF THE OFFICERS.

A. The Chairman of the Board shall preside over all of the shareholders'
meetings and the Board of Directors' meetings. He shall deliver reports to the
directors and to the shareholders, and

shall carry out all of the duties assigned to him by the Board of Directors.
Should the Chairman be absent or incapacitated, the Board shall appoint a
director who shall preside over the shareholders' meeting or the Board meeting.

B. The managing director or general manager shall be in charge of the company's
daily operations and management. Said officer shall be appointed by the
shareholders or by the Board of Directors and shall have the powers granted to
him at the time he is appointed or at a later date.

C. The Secretary shall act as Secretary at the shareholders' meetings and the
Board of Directors' meetings. He shall draw up the meeting notices for all of
the shareholders' meetings and board meetings. He shall take the minutes, send
certifications, keep the company's minute books and shall prepare the reports
and carry out the other duties inherent in his job or any others that may be
assigned to him by the Chairman, the Board of Directors, or this instrument.

In the Secretary's absence, the Assistant Secretary shall take his place.

ARTICLE NINETEEN. STATUTORY AUDITORS

A. The shareholders shall appoint by majority vote one or more statutory
auditors and their deputies, who may or may not be shareholders and who shall be
responsible for the company's supervision pursuant to the General Law on
Commercial Companies.

B. Any shareholder or group of shareholders that represents at least twenty-five
percent of the capital stock shall be entitled to appoint a regular auditor and
an alternate.

C. The regular auditors and their alternates shall serve for one year or until
their successors have been elected and

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XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

taken office. They may be re-elected.

D. The regular auditors and their alternates shall deposit with the company the
security indicated by the general shareholders' meeting at the time they were
elected in order to guarantee the faithful performance of their duties.

ARTICLE TWENTY. FISCAL YEAR.

The company's fiscal year shall run from the January first through December
thirty-first of each year, except for the first year, which shall run from the
date this instrument is signed until December thirty-first of the same year. The
financial information referred to in Article one hundred and seventy-two of the
General Law on Commercial Companies shall be drawn up annually to be presented
to the shareholders.

ARTICLE TWENTY-ONE. DISTRIBUTION OF EARNINGS.

Once the financial information has been approved by a shareholders' meeting, at
least five percent shall be deducted from the net profits each year for the
legal reserve until said reserve equals twenty percent of the capital stock. The
remaining profits may be distributed as dividends to the shareholders, kept in
the company as retained earnings or disposed of as determined by a vote of the
shareholders. The shareholders' meeting or, failing that, the Board of
Directors, shall set the date on which the declared dividends shall be paid out.
The dividends shall be paid to the shareholders recorded in the book of
registered shareholders on the date set for the dividend payment. Those
dividends not collected within five years of the announced payment date shall be
deemed to be waived and transferred to the company.

ARTICLE TWENTY-TWO. DISSOLUTION..

The company shall be dissolved at the end of the period indicated in Article
four of this instrument unless this period is extended before its termination by
a resolution of a special shareholders' meeting or unless the company is
dissolved early for any of the following reasons:

1. The company can no longer carry out the main purpose for which it was formed.

2. It has lost two-thirds of its capital stock.

3. By a resolution of a special shareholders' meeting.

4. The number of shareholders falls below the level required by law.

ARTICLE TWENTY-THREE. LIQUIDATION.

Should it be necessary to liquidate the company, the shareholders shall elect
one or more liquidators by a majority vote. The liquidator(s) shall be empowered
to conduct the company's transactions and liquidate its business; collect the
amounts owed to the company and repay its debts; sell the company's assets at
the price or prices the aforesaid liquidators deem fair according to their best
knowledge and understanding; distribute the company's remaining assets among the
shareholders in proportion to their respective interests; take all suitable and
appropriate measures to conclude the company's liquidation in accordance with
Articles two hundred and forty-two and two hundred and forty-eight of the
General Law on Commercial Companies as well as to obtain the cancellation of the
company's register once the liquidation is completed. The liquidator(s)

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together shall also be empowered to act as a general agent as stipulated in
Articles two thousand five hundred and fifty-four and two thousand five hundred
and eighty seven of the Civil Code governing the Federal District and the
corresponding articles of the Civil Codes for all of the States of the Mexican
Republic.

ARTICLE TWENTY-FOUR. APPLICABLE LAW

For all matters that are not expressly stipulated in this instrument, the
General Law on Commercial Companies shall apply.

PROVISIONAL ARTICLES

ONE. The signers declare that they have subscribed and paid in cash the required
minimum of the company's capital as follows:

SHAREHOLDER SHARES VALUE
----------- ------ -----

Herbalife International, Inc. Nine thousand eight hundred and Nine thousand eight hundred and
represented by Xx. Xxxxxxx Xxxxxxxxxxx ninety-seven ninety-seven thousand pesos
Uralde, Esq.,
--------------------------------------- ------------------------------- --------------------------------
Herbalife International of America, One hundred One-hundred thousand pesos
Inc. represented by Xx. Xxxxxxx
Olavarrjeta Xxxxxx, Esq.,
--------------------------------------- ------------------------------- --------------------------------
Xx. Xxxxxxx Olavarrjeta Xxxxxx, Esq., One One thousand pesos
--------------------------------------- ------------------------------- --------------------------------

SHAREHOLDER SHARES VALUE
----------- ------ -----

Xxxxxxx Xxxxxxxxx Xxxxx Esq. One One thousand pesos
--------------------------------------- ------------------------------- --------------------------------
Xxxxxxx Xxxxxx Del Rio Xxxxxx Esq. One One thousand pesos
--------------------------------------- ------------------------------- --------------------------------
Total: Ten thousand shares Ten million pesos Mexican
currency
--------------------------------------- ------------------------------- --------------------------------

TWO. The shareholders by a unanimous vote resolve as follows:

I. That the company be administered by a Board of Directors composed as follows:

BOARD OF DIRECTORS

Full members: Alternate members:
------------- ------------------

Xxxx Xxxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxx Esq.
Xxxxxxxx Xxxxxxxx Xxx Xxxxxxx
Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxx

Be it resolved that any alternate member of the Board of Directors may act in
the absence of any full member without waiting to be appointed.

II. Xxxxxx Xxxxxxxx, Public Accountant, is appointed as Statutory Auditor.

Be it recorded for all legal purposes that the persons appointed as
Directors, General Manager and Statutory Auditor have accepted their
responsibilities and pledged and guaranteed the faithful performance of their
duties by depositing in the Company's corporate treasury the amount of TEN
THOUSAND PESOS in Mexican currency each, according to information received.

III. Xx. Xxxxxx Xxxxxxx Xxxxxx Xxxxx is appointed as General Manager.

IV. The fiscal years shall run from January first through December
thirty-first of each year. As an exception, the first fiscal year shall be
irregular in that it begins

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

on the date this instrument is signed and ends on December thirty-first of this
year.

V. HERBALIFE PRODUCTS DE MEXICO, SOCIEDAD ANONIMA DE CAPITAL VARIABLE,
grants the following powers of attorney to Xx. XXXXXX XXXXXXX XXXXXX XXXXX:

1. A general power of attorney for administrative acts and for legal
actions and collections as stipulated in Article two thousand five hundred and
fifty-four of the Civil Code for the Federal District and the corresponding
articles in the Civil Codes of all the States of the Mexican Republic, with all
the general and special powers which by law require a special clause pursuant to
Article two thousand five hundred and eighty-seven of the aforesaid Code and the
corresponding articles in the other Civil Codes cited herein, such as to
withdraw a claim, settle, submit to arbitration, submit and answer
interrogatories, file challenges, accept transfers of assets, receive payments,
issue receipts and cancellations; to represent the company in civil, commercial
and criminal proceedings and to dispute claims and continue the proceedings
through all the courts until completion; to bring xxxxxx proceedings, conduct
them and withdraw them with the knowledge that said attorney-in-fact may act
before all kinds of Reconciliation and Arbitration Boards, whether Local or
Federal, and before Arbitration Courts, Authorities and Tax Courts and before
any other kind of Authority; enter into collective or individual labor
agreements; file all types of criminal complaints to the police, accusations and
criminal complaints to courts, represent the company in any criminal proceeding,
to formally assist as coadjutor to the Attorney General's Office, pardon the
accused when appropriate, offer

evidence in criminal proceedings in accordance with Article nine of the Criminal
Procedures Code and the corresponding Criminal Procedures Codes of the other
States of the Mexican Republic. It is understood that the powers conferred
herein are listed by way of illustration, but not limitation, for the exercise
of this mandate.

2. A special power of attorney for administrative acts and for legal
actions and collections, acting as General Manager, whose appointment is
confirmed in this act, so that in his capacity as the aforesaid company's legal
representative and, in keeping with his responsibilities within the company, in
accordance with Articles nine, eleven, eight hundred and seventy-six and eight
hundred and eighty eight of the Federal Labor Law, has the authority to bind the
company in its labor relations, individually and/or collectively with its
workers and employees and with the unions and organizations to which said
workers or employees belong, in order that the aforementioned Xx. XXXXXX XXXXXXX
XXXXXX XXXXX takes part in managing these labor relations, whether individual
and/or collective, including express powers in this regard to enter into, sign,
revise and/or amend individual and/or collective labor agreements, take part in
any mediation proceedings before any type of Labor Authority, be they Federal or
Local, and to submit and answer interrogatories. This mandate is granted under
the terms of Articles two thousand five hundred and fifty-four and two thousand
five hundred and eighty-seven of the Civil Code for the Federal District with
all the general and special powers referred to in said Articles, including,

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

but not limited to: to take part in mediation proceedings and negotiations
before any Labor Authority, whether Federal or Local, settle, submit to
arbitration, submit and answer interrogatories, file challenges, accept
transfers of assets, receive payments, issue receipts and cancellations; to
respond to complaints and formulate counterclaims, file criminal complaints with
the police, make accusations and criminal complaints before the courts, pardon
the accused and, in general, carry out all the actions pertaining to the
principal Company and continue the proceedings through all of the courts until
completion with the knowledge that this authorization may be exercised before
Reconciliation Boards, Reconciliation and Arbitration Boards, whether Local or
Federal, the Secretariat of Labor and Social Welfare, the Labor Offices of the
State Governments and before any other Labor authority, whether Federal or
Local, unions, individuals, institutions and companies, all the above in the
name of and on behalf of the aforesaid principal company and as its legal
representative.

3. MR. XXXXXX XXXXXXX MEDIAN XXXXX is authorized to proceed with the
corresponding legal authorization, as well as to record in the Public Business
Registry of the City of Guadalajara, State of Jalisco, the notarial certified
copy of the notarial instrument setting forth this company's incorporation.

I, THE NOTARY PUBLIC, DO CERTIFY:

I. That the appearing person identified himself as shown in the
identification list attached as Appendix "D" to this instrument, and that I
regard him as legally able to execute this document.

II. That Xx. XXXXXXX XXXXXXXXXXX XXXXXX, Esq. states that his principals
are

legally able to execute this document and certifies the legal personality he
purports to have, and that his powers have not been revoked, or modified in any
way, relative to the documents referred to in the opening paragraphs of this
instrument.

III. That in regards to their personal information, and warned of the
penalties for making false statements, the appearing parties state that they
are:

Xx. XXXXXXX OLAVARRJETA XXXXXX, Esq., Mexican by birth, a native of the
City of Xxxxxxx, State of San Luis Potosi, where he was born on the twenty-ninth
of February, nineteen hundred and forty, married, Attorney, domiciled at
Liverpool number one hundred twenty-three, Colonia Xxxxxx, Delegacion
Xxxxxxxxxx, in this City.

Mr. XXXXXXX XXXXXXXXX XXXXX Esq., Mexican by birth, a native of Mexico
City in the Federal District, where he was born on the fourteenth of August,
nineteen hundred and forty-nine, married, Attorney, and domiciled at the same
place as the above.

Mr. XXXXXX XXXXXXX DEL RIO XXXXXX Esq., Mexican by birth, a native of
Mexico City in the Federal District, where he was born on the forth of March,
nineteen hundred and fifty-seven, married, Attorney, and domiciled at the same
place as the above.

IV. The appearing parties expressly state under sworn oath that they
release the undersigned Notary of any responsibility for obtaining an official
confirmation and registration in the applicable Public Business Registry of the
notarial certified copy to be sent of this instrument.

V. That he saw the documents cited in this instrument.

[emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

VI. The appearing parties, having read this instrument and had it
explained to them, stated their approval of it and signed this instrument on the
third of June, nineteen hundred and ninety-two, for which reason I authorize the
same as a preventive measure.

I certify the foregoing.

SIGNATURES OF MSSRS. XXXXXXX XXXXXXXXXXX XXXXXX, Esq., XXXXXXX XXXXXXXXX
XXXXX Esq. AND XXXXXX XXXXXXX DEL RIO XXXXXX Esq.]

SEALS. BEFORE ME. XXXXXXX XXXXXX XXXXX XXXXXX. SEAL AUTHENTICATING SEAL.

So as to comply with the provisions of Article two thousand five hundred
and fifty-four of the Civil Code in force in the Federal District, the following
was transcribed:

"ARTICLE 2554. With respect to all of the general powers for legal actions
and collections, it is sufficient to say they are granted with all the general
and special powers that by law require a special clause in order for them to be
understood to be conferred without any limitation.

With respect to the general powers to manage assets, it is sufficient to
say they are given as such for the authorized agent to have full administrative
powers.

With respect to the general powers to exercise acts of ownership, it is
sufficient that they be given as such for the authorized agent to have full
powers of ownership, both with respect to the assets and to taking all types of
steps to defend them.

When, in the three aforementioned cases, the aim is to limit the
authorized agent's powers, the limitations or the powers shall be special.

The notaries shall insert this article in the notarial certified copies of
the powers of attorney being granted".

I, XXXXXXX XXXXXX XXXXX XXXXXX, Public Notary number one hundred and three of
the Federal District, CERTIFY that this photocopy is a true and exact
reproduction of its original with which I compared it. I do hereby certify the
following.

Mexico City, Federal District, on the fifth of June, nineteen hundred and
ninety-two.

[Signature] [seal with the emblem of Mexico:]
XXXXXXX XXXXXX XXXXX XXXXXX,
Notarial Office Xx. 000, Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx

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