<SEC-DOCUMENT>0000912057-01-536842.txt : 20011031
<SEC-HEADER>0000912057-01-536842.hdr.sgml : 20011031
ACCESSION NUMBER:		0000912057-01-536842
CONFORMED SUBMISSION TYPE:	S-1/A
PUBLIC DOCUMENT COUNT:		17
FILED AS OF DATE:		20011029

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WEIGHT WATCHERS INTERNATIONAL INC
		CENTRAL INDEX KEY:			0000105319
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				116040273
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1230

	FILING VALUES:
		FORM TYPE:		S-1/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-69362
		FILM NUMBER:		1768468

	BUSINESS ADDRESS:	
		STREET 1:		175 CROSSWAYS PARK WEST
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797
		BUSINESS PHONE:		5163901400

	MAIL ADDRESS:	
		STREET 1:		175 CROSSWAYS PARK WEST
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-1/A
<SEQUENCE>1
<FILENAME>a2061567zs-1a.txt
<DESCRIPTION>S-1/A
<TEXT>
<Page>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 29, 2001.

                                                      REGISTRATION NO. 333-69362
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------


                                AMENDMENT NO. 1
                                       TO
                                    FORM S-1


                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933
                           --------------------------
                      WEIGHT WATCHERS INTERNATIONAL, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<Table>
<S>                                      <C>                                      <C>
             VIRGINIA                                   7299                                  11-6040273
   (STATE OR OTHER JURISDICTION             (PRIMARY STANDARD INDUSTRIAL                   (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)           CLASSIFICATION CODE NUMBER)                 IDENTIFICATION NUMBER)
</Table>

                            175 CROSSWAYS PARK WEST
                         WOODBURY, NEW YORK 11797-2055
                                 (516) 390-1400

    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                           --------------------------

                              ROBERT HOLLWEG, ESQ.
                      WEIGHT WATCHERS INTERNATIONAL, INC.
                            175 CROSSWAYS PARK WEST
                         WOODBURY, NEW YORK 11797-2055
                                 (516) 390-1400

 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
                           --------------------------

                                WITH COPIES TO:

<Table>
<S>                                              <C>
             RISE B. NORMAN, ESQ.                           KRIS F. HEINZELMAN, ESQ.
          SIMPSON THACHER & BARTLETT                         CRAVATH, SWAINE & MOORE
             425 LEXINGTON AVENUE                               825 EIGHTH AVENUE
           NEW YORK, NEW YORK 10017                         NEW YORK, NEW YORK 10019
</Table>

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

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box. / /

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______________

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______________

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
                           --------------------------

                        CALCULATION OF REGISTRATION FEE


<Table>
<Caption>
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM         AMOUNT OF
           TITLE OF EACH CLASS OF                 AMOUNT TO BE           OFFERING        AGGREGATE OFFERING      REGISTRATION
         SECURITIES TO BE REGISTERED              REGISTERED(1)       PRICE PER UNIT          PRICE(2)              FEE(3)
<S>                                            <C>                  <C>                  <C>                  <C>
Common stock, no par value...................   20,010,000 shares         $23.00            $460,230,000            $90,058
Preferred stock purchase rights(4)...........          --                   --                   --                   --
    Total....................................   20,010,000 shares         $23.00            $460,230,000            $90,058
</Table>



(1) Includes 2,610,000 shares subject to the underwriters' over-allotment
    option.



(2) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to Rule 457(o).



(3) $25,000 of the total registration fee of $115,058 was paid on September 13,
    2001, prior to the initial filing of the registration statement. Therefore,
    the total registration fee payable upon the filing of this Amendment No. 1,
    calculated in accordance with Rule 457(a), is $90,058.



(4) The preferred stock purchase rights initially will trade together with the
    common stock. The value attributable to the preferred stock purchase rights,
    if any, is reflected in the offering price of the common stock.

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

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<Page>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<Page>

                 SUBJECT TO COMPLETION, DATED OCTOBER 29, 2001



                               17,400,000 Shares


                                     [LOGO]
                                  Common Stock
                                    --------

    The shares of common stock are being sold by the selling shareholders named
in this prospectus. We will not receive any of the proceeds from the shares of
common stock sold by the selling shareholders.


    Prior to this offering, there has been no public market for our common
stock. The initial public offering price of the common stock is expected to be
between $21.00 and $23.00 per share. We will apply to list our common stock on
the New York Stock Exchange under the symbol "WTW".



    The underwriters have an option to purchase a maximum of 2,610,000
additional shares from the selling shareholders to cover over-allotments of
shares.


    Investing in our common stock involves risks. See "Risk Factors" beginning
on page 8.

<Table>
<Caption>
                           Underwriting         Proceeds to
         Price to          Discounts and          Selling
          Public            Commissions        Shareholders
     -----------------   -----------------   -----------------
<S>  <C>                 <C>                 <C>
Per
Share... $               $                   $

Total... $               $                   $
</Table>

    Delivery of the shares of common stock will be made on or about       ,
2001.

    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Credit Suisse First Boston                                  Goldman, Sachs & Co.

Merrill Lynch & Co.

                    Salomon Smith Barney

                                         UBS Warburg

                  The date of this prospectus is            .
<Page>

                   Picture of Weight Watchers Magazine Cover
                          Picture of Classroom Meeting
                              Weight Watchers Logo
                          Picture of Program Materials
                          Picture of Program Materials
                     Picture of Woman Measuring Weight Loss
                     Picture of Woman Measuring Weight Loss
                  Picture of Spokeswoman at a press conference

<Page>
                                 --------------

                               TABLE OF CONTENTS


<Table>
<Caption>
                                          PAGE
                                        --------
<S>                                     <C>
PROSPECTUS SUMMARY....................      1
RISK FACTORS..........................      8
CAUTIONARY NOTICE REGARDING
  FORWARD-LOOKING STATEMENTS..........     13
USE OF PROCEEDS.......................     14
DIVIDEND POLICY.......................     14
CAPITALIZATION........................     15
PRO FORMA COMBINED FINANCIAL
  INFORMATION.........................     16
SELECTED HISTORICAL FINANCIAL AND
  OTHER INFORMATION...................     23
MANAGEMENT'S DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.......................     25
INDUSTRY..............................     36
BUSINESS..............................     38
</Table>



<Table>
<Caption>
                                          PAGE
                                        --------
<S>                                     <C>

MANAGEMENT............................     49
RELATED PARTY TRANSACTIONS............     57
PRINCIPAL AND SELLING SHAREHOLDERS....     64
DESCRIPTION OF INDEBTEDNESS...........     65
DESCRIPTION OF CAPITAL STOCK..........     67
SHARES ELIGIBLE FOR FUTURE SALE.......     74
CERTAIN U.S. FEDERAL INCOME TAX
  CONSEQUENCES........................     76
UNDERWRITING..........................     78
NOTICE TO CANADIAN RESIDENTS..........     82
LEGAL MATTERS.........................     83
EXPERTS...............................     83
WHERE YOU CAN FIND ADDITIONAL
  INFORMATION.........................     83
INDEX TO FINANCIAL STATEMENTS.........    F-1
</Table>


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

    YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT IS ACCURATE ONLY ON
THE DATE OF THIS DOCUMENT.


    In this prospectus, "Weight Watchers," "we," "us" and "our" refer to Weight
Watchers International, Inc. and its subsidiaries, unless the context otherwise
requires. We refer to our classroom operations that are run directly by us as
company-owned and those run by our franchisees as franchised. Unless otherwise
indicated, the information in this prospectus assumes the completion of the
4.70536-for-one split of our common stock that we anticipate will occur prior to
the completion of this offering.



    In January 2001, we acquired the business of one of our two largest
franchisees, Weighco Enterprises, Inc. and its subsidiaries, which we
collectively refer to as Weighco. When we state that information is presented on
a pro forma basis, we have taken into account the Weighco acquisition on the pro
forma basis described under "Pro Forma Combined Financial Information."


    UNTIL       , 2001 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS AN
UNDERWRITER AND WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                                       i
<Page>
                               PROSPECTUS SUMMARY

    THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
IT IS NOT COMPLETE AND MAY NOT CONTAIN ALL THE INFORMATION THAT MAY BE IMPORTANT
TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT
DECISION, ESPECIALLY THE INFORMATION PRESENTED UNDER THE HEADING "RISK FACTORS."

                                WEIGHT WATCHERS

    We are a leading global branded consumer company and the leading provider of
weight-loss services in 27 countries around the world. Our programs help people
lose weight and maintain their weight loss and, as a result, improve their
health, enhance their lifestyles and build self-confidence. At the core of our
business are weekly meetings, which promote weight loss through education and
group support in conjunction with a flexible, healthy diet. Each week more than
one million members attend approximately 37,000 Weight Watchers meetings, which
are run by over 13,000 classroom leaders. Our classroom leaders teach, inspire,
motivate and act as role models for our members. Our members typically enroll to
attend consecutive weekly meetings and have historically demonstrated a
consistent re-enrollment pattern across many years.

    We have experienced strong growth in sales and profits over the last five
years since we made the strategic decision to re-focus our meetings exclusively
on our group education approach. We discontinued the in-meeting sale of
pre-packaged meals, added in 1990 in our North America company-owned operations
by our previous owner, Heinz. We also modernized our diet to adapt it to
contemporary lifestyles. Through these initiatives, combined with our
strengthened management and strategic focus since our acquisition by Artal
Luxembourg, we have grown our attendance at a compound annual rate of
approximately 13% from fiscal 1997 through 2000 and our operating profit margin
improved from 6.7% (before a restructuring charge) to 25.9% over the same
period. Our pro forma revenues for the twelve months ended December 30, 2000
were $488.2 million. For the first six months of 2001, our pro forma revenues
grew more than 28% over the comparable period in the prior year.

    The number of overweight and obese people worldwide has been increasing due
to improving living standards and changing eating patterns, as well as
increasingly sedentary lifestyles. The proportion of U.S. adults who are
overweight has grown from 47% to 61% over the last 20 years, and the number of
overweight people worldwide now exceeds one billion. A growing number of
overweight people are dieting not only because of a desire to improve their
appearance but also due to a greater awareness of the health risks associated
with being overweight.


    Throughout our 40-year history, we have maintained that long-term behavior
modification is the only effective way to achieve sustainable weight loss.
Although approximately 70% of U.S. dieters try to lose weight by themselves,
clinical studies have shown that people who attend Weight Watchers meetings are
much more likely to lose weight than people who diet on their own. In contrast
to our group education approach to long-term behavior modification, most
weight-loss companies have focused on quick-fix methods, such as fad diets, meal
replacements and diet drugs, and have typically experienced limited or
short-lived success. We believe that our approach will continue to achieve
success and that we will capture an increasing share of the growing worldwide
market for weight-loss services.


OUR STRENGTHS

- BILLION DOLLAR GLOBAL BRAND. Our proven 40-year track record of safe and
  sensible weight loss has established WEIGHT WATCHERS as the leading global
  weight-loss brand. We believe that our brand conveys an image of effective,
  healthy and flexible weight loss in a supportive environment. Our brand is
  widely recognized throughout the world with retail sales of over $1.5 billion
  in 2000,

                                       1
<Page>
  including sales by licensees and franchisees. Currently, over 97% of U.S.
  women recognize the WEIGHT WATCHERS brand. In addition, our program is the
  most widely recommended weight-loss program by U.S. doctors. Our credibility
  is further enhanced by the endorsement of the U.S. government.


- LEADING MARKET POSITION. We are the market leader in weight-loss services in
  every country in which we operate, other than Denmark, Poland and South
  Africa. In addition, we face no significant group education-based competition
  in any of our major markets except the United Kingdom, where we have faced
  group education-based competition for 30 years. Even there, we have a 50%
  market share and approximately twice the revenues of our largest competitor.
  The combination of our strong brand and our unparalleled network of over
  13,000 classroom leaders, who have achieved their weight-loss goals on our
  program, provides us with a formidable competitive advantage.


- LOYAL MEMBER BASE. For many of our members, our classroom program is an
  inspirational experience that helps them address their life-long challenge of
  weight control. Our members have historically demonstrated a consistent
  pattern of repeat enrollment over a number of years. On average, in our North
  America company-owned, or NACO, operations, our members have enrolled in four
  separate program cycles.


- ATTRACTIVE VALUE TO MEMBERS. Our low meeting fees ($10 in our NACO operations)
  offer members an attractive value as compared to other alternatives. For their
  fee, our members gain access to our scientifically developed diet, detailed
  program materials and class instruction by one of our trained leaders, as well
  as group support where members contribute to each other's weight-loss success.


- UNIQUE BUSINESS MODEL. Our business model features high margins, a variable
  cost structure and low capital requirements.


    - HIGH CONTRIBUTION MARGINS. During 2000, our meetings generated a
      contribution margin of approximately 50%. In that period, for example, our
      NACO meetings averaged attendance of 34 members and generated average
      revenues of over $440 per class, including product sales, while our cost
      of sales is primarily the compensation of two to three part-time
      employees, the hourly rental of the meeting location and the cost of
      products sold.


    - VARIABLE COST STRUCTURE. Our staff is usually paid on a commission basis
      and space is typically rented as needed. Moreover, we adjust the number of
      meetings according to demand, including seasonal fluctuations. This
      variable cost structure enables us to maintain high margins across varying
      levels of demand.

    - LOW MARKETING COSTS. Our marketing expenditures were less than 15% of our
      revenues in 2000. Our strong brand, together with the effectiveness of our
      program and our loyal member base, enable us to attract new and returning
      members efficiently through both word-of-mouth referrals and mass
      marketing programs.

    - STRONG FREE CASH FLOW. In 2000, our operating income margin was over 25%,
      while our capital expenditures were less than 1% of revenues. Because we
      can add additional meetings with little or no capital expenditures and our
      members typically pay cash at each meeting or prepay for a series of
      meetings, we require little new capital to grow.

OUR GROWTH STRATEGY

    The large and growing global weight-loss market provides us with significant
growth potential. In addition, we believe we can increase our share of this
market by:


- INCREASING PENETRATION IN EXISTING MAJOR MARKETS. In the United Kingdom, the
  penetration rate of our target demographic group, overweight women ages 25 to
  64, by all group education-based commercial weight-loss programs now exceeds
  20%. We believe that this demonstrates the potential for significant increases
  in penetration in our other major markets. Because we do not face


                                       2
<Page>

  significant group education-based competition outside the United Kingdom, we
  believe that we are best positioned to capture this growth. In fact, we have
  reached a market penetration of 13% and 10% in Sweden and Finland,
  respectively. In our largest market, the United States, our market penetration
  was still only 7% in 2000.


- DEVELOPING LESS PENETRATED MARKETS AND ENTERING NEW MARKETS. We believe that
  we have significant long-term growth opportunities in countries where we have
  established a meeting infrastructure but where our penetration rates are
  relatively low. For example, in Germany, we have grown attendance by over 60%
  in the twelve months ended June 30, 2001, while still penetrating less than 2%
  of our target market. We have recently expanded into Spain and Denmark and
  believe we have the ability to enter other new markets as our program has
  proven adaptable in 27 countries.


- GROWING PRODUCT SALES. In 2000, sales of our proprietary products represented
  26% of our revenues, up from 11% in fiscal 1997. We have grown our product
  sales per attendance by focusing on a core group of products that complement
  our program. We currently sell snack bars, books, CD-ROMs, POINTS calculators
  and other items primarily through classroom operations. We will continue to
  optimize our classroom product offerings by updating existing products and
  selectively introducing new products.


- GROWING LICENSING ROYALTIES. We currently license the WEIGHT WATCHERS brand in
  certain categories of food, apparel, books and other products. We derived less
  than 2% of our 2000 revenues from licensing and royalties but believe there
  are opportunities to take fuller advantage of the strength of our brand
  through additional licensing agreements. We also expect to generate royalties
  from our affiliate and licensee, WeightWatchers.com, Inc., which has recently
  developed two Internet-based paid subscription products.

- ADDRESSING NEW CUSTOMER SEGMENTS. We believe there are significant
  opportunities to expand our customer base by developing products and services
  designed to meet the needs of a broader audience. For example, while
  approximately 95% of our current members are women, we are actively
  researching and developing new products and services that are intended to have
  a greater appeal to men.


RECENT DEVELOPMENTS



    On October 29, 2001, we reported net revenues for the three months and nine
months ended September 29, 2001 of $144.1 million and $478.3 million,
respectively. Our net revenues for the three months and nine months ended
September 29, 2001 increased 19.5% and 25.2% compared with pro forma net
revenues for the comparable prior year periods. Our operating income for the
three months and nine months ended September 29, 2001 was $51.0 million and
$160.1 million, respectively. Our operating income for the three months and nine
months ended September 29, 2001 increased 63.5% and 46.5% compared with pro
forma operating income for the comparable prior year periods.



    The increases in our revenues and profitability reflect the continuing
strong growth in attendance and product sales across our major markets.
Attendance was 10.8 million for the third quarter of 2001, an increase from pro
forma attendance of 9.1 million for the three months ended September 30, 2000.
While our attendance growth was impacted negatively by the September 11
terrorist attacks, our business had largely returned to pre-September 11 trends
by the end of our third quarter of 2001.


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

    We are a Virginia corporation incorporated in 1974. Our principal executive
offices are located at 175 Crossways Park West, Woodbury, New York 11797-2055.
Our telephone number at that address is (516) 390-1400.

                                       3
<Page>
                                  THE OFFERING


<Table>
<S>                                            <C>
Common stock offered by the selling
  shareholders...............................  17,400,000 shares (or 20,010,000 shares if
                                               the underwriters exercise the over-allotment
                                               option in full)

Total common stock outstanding after this
  offering...................................  105,407,142 shares

Use of proceeds..............................  We will not receive any of the proceeds from
                                               the sale of shares by the selling
                                               shareholders. The selling shareholders will
                                               receive all net proceeds from the sale of
                                               shares of our common stock offered in this
                                               prospectus.

Dividend policy..............................  We do not expect to pay any dividends on our
                                               common stock for the foreseeable future.

Proposed New York Stock Exchange symbol......  WTW
</Table>



    The number of shares of common stock shown to be outstanding after this
offering is based on the number of shares outstanding as of September 29, 2001.
This number excludes:



    - 5,763,692 shares of our common stock issuable upon exercise of outstanding
      stock options and



    - 1,294,348 shares of our common stock reserved for future issuance under
      our existing stock option plan.


                                       4
<Page>
                SUMMARY PRO FORMA COMBINED FINANCIAL INFORMATION

    The summary pro forma combined financial information has been derived from
the unaudited pro forma combined statements of operations and the related notes
included elsewhere in this prospectus, which give effect to our acquisition on
January 16, 2001 of the franchised territories and certain business assets of
Weighco for $83.8 million and the related financing of the acquisition. We
financed the acquisition with available cash of $23.8 million and additional
borrowings of $60.0 million under our senior credit facilities.

    The unaudited pro forma combined statements of operations give effect to the
Weighco acquisition and the related financing as if each had occurred on
April 25, 1999. Our pro forma results are for informational purposes only and do
not purport to represent what actually would have occurred if the acquisition
and the related financing had been consummated on April 25, 1999, nor are they
necessarily indicative of our future operating results.

    Effective April 30, 2000, we changed our fiscal year end from the last
Saturday in April to the Saturday closest to December 31. As a result of this
change in our reporting period, the significant growth in our business since the
fiscal year ended April 29, 2000 and the Weighco acquisition, we have included
unaudited pro forma combined results of operations for the twelve months ended
December 30, 2000. Given these events, we believe the pro forma results of
operations for the twelve months ended December 30, 2000 are more indicative of
our current operations. Our results of operations for the twelve months ended
December 30, 2000 have been derived from our historical results for the eight
months ended December 30, 2000, plus our results for the four months ended
April 29, 2000, which are derived from our results for the historical fiscal
year ended April 29, 2000. We have included a comparison of the six months ended
June 30, 2001 to the six months ended July 29, 2000, which, in the opinion of
our management, is the available period most comparable to the six months ended
June 30, 2001.

                                       5
<Page>
                SUMMARY PRO FORMA COMBINED FINANCIAL INFORMATION


<Table>
<Caption>
                                                                                       SIX MONTHS ENDED
                                          FISCAL YEAR         TWELVE MONTHS      -----------------------------
                                        ENDED APRIL 29,    ENDED DECEMBER 30,      JULY 29,        JUNE 30,
                                              2000                2000               2000            2001
                                        ----------------   -------------------   -------------   -------------
                                           (53 weeks)          (54 weeks)         (27 weeks)      (26 weeks)
                                                       (in millions, except per share amounts)
<S>                                     <C>                <C>                   <C>             <C>
STATEMENT OF OPERATIONS INFORMATION:
Revenues, net.........................       $436.4               $488.2            $261.5          $336.1
Cost of revenues......................        216.8                237.5             121.5           149.6
                                             ------               ------            ------          ------
  Gross profit........................        219.6                250.7             140.0           186.5
Marketing expenses....................         55.0                 58.9              27.5            40.9
Selling, general and administrative
  expenses............................         60.3                 62.7              34.4            35.7
Transaction costs.....................          8.3                   --                --              --
                                             ------               ------            ------          ------
  Operating income....................         96.0                129.1              78.1           109.9

Interest expense, net.................         40.1                 66.8              33.6            27.7
Other (income) expense, net...........        (10.5)                 7.6              (6.5)            3.9
                                             ------               ------            ------          ------
  Income before income taxes and
    minority interest.................         66.4                 54.7              51.0            78.3
Provision for income taxes............         28.1                 20.1              17.9            28.6
                                             ------               ------            ------          ------
  Income before minority interest.....         38.3                 34.6              33.1            49.7
Minority interest.....................          0.8                  0.3               0.2             0.1
                                             ------               ------            ------          ------
  Net income..........................       $ 37.5               $ 34.3            $ 32.9          $ 49.6
                                             ======               ======            ======          ======
Preferred stock dividends.............       $  0.9               $  1.5            $  0.8          $  0.8
                                             ------               ------            ------          ------
  Net income available to common
    shareholders......................       $ 36.6               $ 32.8            $ 32.1          $ 48.8
                                             ======               ======            ======          ======

PER SHARE INFORMATION:
Basic earnings per share..............       $ 0.20               $ 0.29            $ 0.29          $ 0.44
                                             ======               ======            ======          ======
Diluted earnings per share............       $ 0.20               $ 0.29            $ 0.29          $ 0.44
                                             ======               ======            ======          ======
Basic weighted average number of
  shares*.............................        182.1                112.0             112.0           111.0
                                             ======               ======            ======          ======
Diluted weighted average number of
  shares*.............................        182.1                112.0             112.0           112.0
                                             ======               ======            ======          ======

OTHER FINANCIAL INFORMATION:
Depreciation and amortization.........       $ 18.1               $ 14.0            $  7.7          $  7.5
Capital expenditures..................          2.7                  4.3               1.7             1.2
</Table>


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


*   Prior to our acquisition by Artal Luxembourg on September 29, 1999, there
    were 4,705 shares of our common stock outstanding. In connection with the
    transactions related to our acquisition, we declared a stock split that
    resulted in 276,428,607 outstanding shares of our common stock. We have
    adjusted our historical statements to reflect the stock split. We then
    repurchased 164,441,039 shares in connection with the transactions so that
    upon completion of our acquisition, there were 111,987,568 shares of our
    common stock outstanding.


                                       6
<Page>
             SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

    The following table sets forth certain of our historical financial
information. The summary historical consolidated financial information as of and
for the fiscal years ended April 25, 1998, April 24, 1999 and April 29, 2000 and
the eight months ended December 30, 2000 have been derived from, and should be
read in conjunction with, our audited consolidated financial statements and the
related notes, included elsewhere in this prospectus. The summary historical
consolidated financial information as of and for the six months ended July 29,
2000 and June 30, 2001 have been derived from, and should be read in conjunction
with, our unaudited consolidated financial statements and the related notes
included elsewhere in this prospectus. Interim results for the six months ended
June 30, 2001 are not necessarily indicative of, and are not projections for,
the results to be expected for the full fiscal year.


<Table>
<Caption>
                                                         FISCAL YEAR ENDED             EIGHT MONTHS      SIX MONTHS ENDED
                                                ------------------------------------      ENDED       -----------------------
                                                APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,    JULY 29,     JUNE 30,
                                                   1998         1999         2000          2000          2000         2001
                                                ----------   ----------   ----------   ------------   ----------   ----------
                                                (52 weeks)   (52 weeks)   (53 weeks)    (35 weeks)    (27 weeks)   (26 weeks)
                                                                   (in millions, except per share amounts)
<S>                                             <C>          <C>          <C>          <C>            <C>          <C>
STATEMENT OF OPERATIONS INFORMATION:
Revenues, net.................................    $297.2       $364.6       $399.5        $273.2        $235.9       $334.3
Cost of revenues..............................     160.0        178.9        201.4         139.3         111.1        149.1
                                                  ------       ------       ------        ------        ------       ------
  Gross profit................................     137.2        185.7        198.1         133.9         124.8        185.2
Marketing expenses............................      49.2         52.9         51.5          27.0          25.3         40.6
Selling, general and administrative
  expenses....................................      44.1         48.9         50.7          32.2          28.7         35.5
Transaction costs.............................        --           --          8.3            --            --           --
                                                  ------       ------       ------        ------        ------       ------
  Operating income............................      43.9         83.9         87.6          74.7          70.8        109.1

Interest (income) expense, net................      (4.9)        (7.1)        31.1          37.1          29.0         27.4
Other expense (income), net...................       4.3          5.2        (10.4)         16.5          (6.5)         3.9
                                                  ------       ------       ------        ------        ------       ------
  Income before income taxes and minority
    interest..................................      44.5         85.8         66.9          21.1          48.3         77.8
Provision for income taxes....................      19.9         36.4         28.3           5.9          16.9         28.4
                                                  ------       ------       ------        ------        ------       ------
  Income before minority interest.............      24.6         49.4         38.6          15.2          31.4         49.4
Minority interest.............................       0.8          1.5          0.8           0.2           0.2          0.1
                                                  ------       ------       ------        ------        ------       ------
  Net income..................................    $ 23.8       $ 47.9       $ 37.8        $ 15.0        $ 31.2       $ 49.3
                                                  ======       ======       ======        ======        ======       ======
Preferred stock dividends.....................        --           --       $  0.9        $  1.0        $  0.8       $  0.8
                                                  ------       ------       ------        ------        ------       ------
  Net income available to common
    shareholders..............................    $ 23.8       $ 47.9       $ 36.9        $ 14.0        $ 30.4       $ 48.5
                                                  ======       ======       ======        ======        ======       ======
PER SHARE INFORMATION:
Basic earnings per share......................    $ 0.09       $ 0.17       $ 0.20        $ 0.13        $ 0.27       $ 0.44
                                                  ======       ======       ======        ======        ======       ======
Diluted earnings per share....................    $ 0.09       $ 0.17       $ 0.20        $ 0.13        $ 0.27       $ 0.43
                                                  ======       ======       ======        ======        ======       ======
Basic weighted average number of shares*......     276.2        276.2        182.1         112.0         112.0        111.0
                                                  ======       ======       ======        ======        ======       ======
Diluted weighted average number of shares*....     276.2        276.2        182.1         112.0         112.0        112.0
                                                  ======       ======       ======        ======        ======       ======

OTHER FINANCIAL INFORMATION:
Net cash provided by (used in):
  Operating activities........................    $ 36.4       $ 57.9       $ 49.9        $ 28.9        $ 39.6       $ 92.9
  Investing activities........................      (4.9)        (3.0)       (19.6)        (21.6)         (8.9)       (94.9)
  Financing activities........................     (30.6)       (47.7)         8.1          (8.0)         (6.3)         4.7
Depreciation and amortization.................       8.8          9.6         10.4           7.9           5.7          7.4
Capital expenditures..........................       3.4          2.5          1.9           3.6           1.3          1.2

BALANCE SHEET INFORMATION (AT END OF PERIOD):
Working capital (deficit).....................    $ 65.8       $ 91.2       $ (0.9)       $ 10.2        $  9.3       $(26.9)
Total assets..................................     370.8        371.4        334.2         346.2         342.4        412.6
Total debt....................................      41.1         39.6        476.1         472.4         474.0        478.7
Redeemable securities:
  Preferred stock.............................        --           --         25.9          26.0          26.2         26.7
  Common stock................................        --           --           --            --            --         14.4
</Table>


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


*   Prior to our acquisition by Artal Luxembourg on September 29, 1999, there
    were 4,705 shares of our common stock outstanding. In connection with the
    transactions related to our acquisition, we declared a stock split that
    resulted in 276,428,607 outstanding shares of our common stock. We have
    adjusted our historical statements to reflect the stock split. We then
    repurchased 164,441,039 shares in connection with the transactions so that
    upon completion of our acquisition, there were 111,987,568 shares of our
    common stock outstanding.


                                       7
<Page>
                                  RISK FACTORS

    AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CONSIDER
CAREFULLY, IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
THE FOLLOWING RISK FACTORS BEFORE DECIDING TO PURCHASE ANY SHARES OF OUR COMMON
STOCK.

RISKS RELATING TO OUR COMPANY

COMPETITION FROM A VARIETY OF OTHER WEIGHT-LOSS METHODS COULD RESULT IN
DECREASED DEMAND FOR OUR SERVICES.


    The weight-loss business is highly competitive and we compete against a
large number of alternative providers of various sizes, some of which may have
greater financial resources than we. We compete against self-administered
weight-loss regimens, other commercial weight-loss programs, Internet-based
weight-loss programs, nutritionists, dietitians, the pharmaceutical industry,
dietary supplements and certain government agencies and non-profit groups that
offer weight control help by means of diets, exercise and weight-loss drugs. We
also compete against food manufacturers and distributors that are developing and
marketing meal replacement and diet products to weight-conscious consumers. In
addition, new or different products or methods of weight control are continually
being introduced. This competition and any increase in competition, including
new pharmaceuticals and other technological and scientific developments in
weight control, may result in decreased demand for our services.


OUR OPERATING RESULTS ARE DEPENDENT UPON THE EFFECTIVENESS OF OUR MARKETING AND
ADVERTISING PROGRAMS.

    Our business success depends upon our ability to attract new members to our
classes and retain existing members. The effectiveness of our marketing
practices, in particular our advertising campaigns, is important to our
financial performance. If our marketing and advertising campaigns for classes do
not generate a sufficient number of members, our results of operations will be
adversely affected.

IF WE DO NOT CONTINUE TO DEVELOP NEW PRODUCTS AND SERVICES AND ENHANCE OUR
EXISTING PRODUCTS AND SERVICES, OUR BUSINESS MAY SUFFER.

    Our future success depends on our ability to continue to develop and market
new products and services and to enhance our existing products and services on a
timely basis to respond to new and evolving customer demands, achieve market
acceptance and keep pace with new nutritional and weight-loss developments. We
may not be successful in developing, introducing on a timely basis or marketing
any new or enhanced products and services, and we cannot assure you that any new
or enhanced products or services will be accepted by the market. The failure of
our products and services to be accepted by the market would have an adverse
impact on us.

OUR DEBT SERVICE OBLIGATIONS COULD IMPEDE OUR OPERATIONS AND FLEXIBILITY.

    Our financial performance could be affected by our level of debt. As of
June 30, 2001, we had total debt, redeemable preferred stock and common stock
which is subject to a repurchase right of $519.8 million. We also had additional
availability under our revolving credit facility as of that date of
$45.0 million. Our net interest expense for the eight months ended December 30,
2000 and for the six months ended June 30, 2001 was $37.1 million and
$27.4 million, respectively.

    Our level of debt could have important consequences for you, including the
following:


    - we will need to use a large portion of the money we earn to pay principal
      and interest on outstanding amounts due under our senior credit
      facilities, senior subordinated notes and other


                                       8
<Page>

      debt, which will reduce the amount of money available to us for financing
      our operations and other business activities,


    - we may have a much higher level of debt than certain of our competitors,
      which may put us at a competitive disadvantage,

    - we may have difficulty borrowing money in the future, and

    - our debt level makes us more vulnerable to economic downturns and adverse
      developments in our business.

    We expect to obtain the money to pay our expenses and to pay the principal
and interest on our outstanding debt from our operations. Our ability to meet
our expenses and debt service obligations thus depends on our future
performance, which will be affected by financial, business, economic,
demographic and other factors, such as attitudes toward weight loss and pressure
from our competitors. If we do not have enough money to pay our debt service
obligations, we may be required to refinance all or part of our existing debt,
sell assets, borrow more money or raise equity. In that event, we may not be
able to refinance our debt, sell assets, borrow more money or raise equity on
terms acceptable to us or at all.

WE ARE SUBJECT TO RESTRICTIVE DEBT COVENANTS, WHICH MAY RESTRICT OUR OPERATIONAL
  FLEXIBILITY.

    Our senior credit facilities contain covenants that restrict our ability to
incur additional indebtedness, pay dividends on and redeem capital stock and
make other restricted payments, including investments, sell our assets and enter
into consolidations, mergers and transfers of all or substantially all of our
assets. Our senior credit facilities also require us to maintain specified
financial ratios and satisfy financial condition tests. These tests and
financial ratios become more restrictive over the life of the credit facilities.
Our ability to meet those financial ratios and tests can be affected by events
beyond our control and we cannot assure you that we will meet those ratios and
tests. A breach of any of these covenants, ratios, tests or restrictions could
result in an event of default under the credit facilities. If an event of
default exists under the credit facilities, the lenders could elect to declare
all amounts outstanding thereunder to be immediately due and payable. If the
lenders under the credit facilities accelerate the payment of the indebtedness,
we cannot assure you that our assets would be sufficient to repay in full that
indebtedness and our other indebtedness that would become due as a result of any
acceleration.

    In addition, we have entered into indentures in connection with the issuance
of our senior subordinated notes that contain covenants with respect to us and
our subsidiaries. Those covenants restrict our ability to incur additional
indebtedness and issue preferred stock, pay dividends on and redeem capital
stock and make other restricted payments, including investments, sell our assets
and enter into consolidations, mergers and transfers of all or substantially all
of our assets.

ACTIONS TAKEN BY OUR FRANCHISEES AND LICENSEES MAY HARM OUR BRAND OR REPUTATION.

    We believe that the WEIGHT WATCHERS brand is one of our most valuable assets
and that our reputation provides us with a competitive advantage. Our
franchisees operate their businesses under our brand. In addition, we license
our brand to third-party manufacturers of a variety of goods, including food
products. Further, when we were acquired from Heinz, Heinz retained a perpetual,
royalty-free license to continue using the WEIGHT WATCHERS brand in its core
food categories, including frozen dinners, frozen breakfasts, frozen desserts
and frozen pizza. Because our franchisees and licensees are independent third
parties with their own financial objectives, actions taken by them, including
breaches of their contractual obligations, such as not following our diets or
not maintaining our quality standards, could harm our brand or reputation. Also,
the products we license to third parties may be subject to product recalls or
other deficiencies. Any negative publicity associated with

                                       9
<Page>
these actions or recalls may adversely affect our reputation and thereby result
in decreased classroom attendance and lower revenues.

DISPUTES WITH OUR FRANCHISE OPERATORS COULD DIVERT OUR MANAGEMENT'S ATTENTION.

    In the past, we have had disputes with our franchisees regarding operations
and revenue sharing. We continue to have disputes with a few of our franchisees
regarding the interpretation of franchisee rights as they relate to the Internet
and mail-order products. These disputes and any future disputes could divert the
attention of our management from their ordinary responsibilities.

OUR INTERNATIONAL OPERATIONS EXPOSE US TO ECONOMIC, POLITICAL AND SOCIAL RISKS
IN THE COUNTRIES IN WHICH WE OPERATE.


    The international nature of our existing and planned operations involves a
number of risks, including changes in U.S. and foreign government regulations,
tariffs, taxes and exchange controls, economic downturns, inflation and
political and social instability in the countries in which we operate and our
dependence on foreign personnel. Foreign governmental regulations may also
restrict our ability to own or operate subsidiaries in those countries, acquire
new businesses or repatriate dividends from foreign subsidiaries back to the
United States. We cannot be certain that we will be able to enter and
successfully compete in additional foreign markets or that we will be able to
continue to compete in the foreign markets in which we currently operate.


WE ARE EXPOSED TO FOREIGN CURRENCY RISKS FROM OUR INTERNATIONAL OPERATIONS THAT
COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.

    A significant portion of our revenues and operating costs are, and a portion
of our indebtedness is, denominated in foreign currencies. We are therefore
exposed to fluctuations in the exchange rates between the U.S. dollar and the
currencies in which our foreign operations receive revenues and pay expenses,
including debt service. Our consolidated financial results are denominated in
U.S. dollars and therefore, during times of a strengthening U.S. dollar, our
reported international revenues and earnings will be reduced because the local
currency will translate into fewer U.S. dollars. In addition, the assets and
liabilities of our non-U.S. subsidiaries are translated into U.S. dollars at the
exchange rates in effect at the balance sheet date. Revenues and expenses are
translated into U.S. dollars at the weighted average exchange rate for the
period. The resulting translation adjustments are recorded in shareholders'
equity as accumulated other comprehensive income (loss). Furthermore, we revalue
our outstanding senior subordinated euro notes at the end of each period, and
the resulting change in value is reflected in the income statement of the
corresponding period. Accordingly, changes in currency exchange rates will cause
our net income and shareholders' equity to fluctuate.

OUR RESULTS OF OPERATIONS MAY DECLINE AS A RESULT OF A DOWNTURN IN GENERAL
ECONOMIC CONDITIONS.


    Our results of operations are highly dependent upon the meeting fees we
receive in our classroom operations and our product sales. A downturn in general
economic conditions or consumer confidence and spending in any of our major
markets caused by the recent terrorist attacks or other events outside of our
control could result in people curtailing their discretionary spending, which,
in turn, could reduce attendance at our meetings. Reduced meeting attendance
would cause the meeting fees we receive and our product sales to decline, which
would adversely affect our results of operations.



THE SEASONAL NATURE OF OUR BUSINESS COULD CAUSE OUR OPERATING RESULTS TO
  FLUCTUATE.



    We have experienced and expect to continue to experience fluctuations in our
quarterly results of operations. Our business is seasonal with revenues
generally decreasing at year end and during the summer months. This seasonality
could cause our share price to fluctuate as the results of an interim


                                       10
<Page>

financial period may not be indicative of our full year results. In addition,
our classroom operations are subject to local conditions beyond our control,
including the weather, natural disasters and other extraordinary events, that
may prevent current or prospective members from attending or joining classes.
The inability of prospective members to join our classes at the beginning of a
diet season could adversely affect our results of operations throughout the
entire diet season.


OUR ADVERTISING AND FRANCHISE OPERATIONS ARE SUBJECT TO LEGISLATIVE AND
  REGULATORY RESTRICTIONS.

    A number of laws and regulations govern our advertising, franchise
operations and relations with consumers. The Federal Trade Commission, or FTC,
and certain states regulate advertising, disclosures to consumers and
franchisees and other consumer matters. Our customers may file actions on their
own behalf, as a class or otherwise, and may file complaints with the FTC or
state or local consumer affairs offices and these agencies may take action on
their own initiative or on a referral from consumers or others.

    During the mid-1990s, the FTC filed complaints against a number of
commercial weight-loss providers alleging violations of the Federal Trade
Commission Act by the use and content of advertisements for weight-loss programs
that featured testimonials, claims for program success and safety and statements
as to program costs to participants. In 1997, we entered into a consent order
with the FTC settling all contested issues raised in the complaint filed against
us. The consent order requires us to comply with certain procedures and
disclosures in connection with our advertisements of products and services but
does not contain any admission of guilt nor require us to pay any civil
penalties or damages.


    Our foreign operations and franchises are also generally subject to
regulations of the applicable country regarding the offer and sale of
franchises, the content of advertising and promotion of diet products and
programs. Future legislation or regulations, including legislation or
regulations affecting our marketing and advertising practices, relations with
consumers or franchisees or our food products, could have an adverse impact on
us.


RISKS RELATED TO THIS OFFERING

THERE IS NO EXISTING MARKET FOR OUR COMMON STOCK, AND WE DO NOT KNOW IF ONE WILL
DEVELOP TO PROVIDE YOU WITH ADEQUATE LIQUIDITY.

    There has not been a public market for our common stock. We cannot predict
the extent to which investor interest in our company will lead to the
development of a trading market on the New York Stock Exchange or otherwise or
how liquid that market might become. The initial public offering price for the
shares will be determined by negotiations between the selling shareholders and
the representatives of the underwriters and may not be indicative of prices that
will prevail in the open market following this offering.

ARTAL LUXEMBOURG CONTROLS US AND MAY HAVE CONFLICTS OF INTEREST WITH OTHER
  SHAREHOLDERS IN THE FUTURE.


    Artal Luxembourg S.A. controls us. After the offering, Artal Luxembourg will
beneficially own 78.8% of our common stock or 76.5% if the underwriters exercise
their over-allotment option in full. As a result, Artal Luxembourg will continue
to be able to control the election and removal of our directors and determine
our corporate and management policies, including potential mergers or
acquisitions, payment of dividends, asset sales and other significant corporate
transactions. We cannot assure you that the interests of Artal Luxembourg will
coincide with the interests of other holders of our common stock. In addition,
Artal Luxembourg also owns 72.3% of the common stock, or 48.1% on a fully
diluted basis, of our licensee, WeightWatchers.com. Artal Luxembourg's interests
with respect to WeightWatchers.com may differ from the interests of our other
shareholders.


                                       11
<Page>
FUTURE SALES OF OUR SHARES COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

    The market price of our common stock could decline as a result of sales of a
large number of shares of our common stock in the market after this offering or
the perception that these sales could occur. These sales, or the possibility
that these sales may occur, also might make it more difficult for us to sell
equity securities in the future at a time and at a price that we deem
appropriate.


    There are 105,407,142 shares of our common stock outstanding. The
17,400,000 shares of common stock sold in this offering (20,010,000 shares if
the underwriters exercise their over-allotment option in full) will be freely
tradeable without restriction or further registration under the Securities Act
of 1933, as amended, by persons other than our affiliates within the meaning of
Rule 144 under the Securities Act.



    Following this offering, Artal Luxembourg will own 83,062,423 shares of our
common stock or 80,655,296 shares if the underwriters exercise their
over-allotment option in full. Artal Luxembourg will be able to sell its shares
in the public market from time to time, subject to certain limitations on the
timing, amount and method of those sales imposed by SEC regulations. Artal
Luxembourg and the underwriters have agreed to a "lock-up" period, meaning that
Artal Luxembourg may not sell any of its shares without the prior consent of
Credit Suisse First Boston Corporation for 180 days after the date of this
prospectus. Artal Luxembourg has the right to cause us to register the sale of
shares of common stock owned by it and to include its shares in future
registration statements relating to our securities. If Artal Luxembourg were to
sell a large number of its shares, the market price of our stock could decline
significantly. In addition, the perception in the public markets that sales by
Artal Luxembourg might occur could also adversely affect the market price of our
common stock.



    In addition to Artal Luxembourg's lock-up period, sales of our common stock
are also restricted by lock-up agreements that our directors, executive officers
and the selling shareholders have entered into with the underwriters. The
lock-up agreements restrict our directors, executive officers and the selling
shareholders, subject to specified exceptions, from selling or otherwise
disposing of any shares for a period of 180 days after the date of this
prospectus without the prior consent of Credit Suisse First Boston Corporation.
Credit Suisse First Boston Corporation may, however, in its sole discretion and
without notice, release all or any portion of the shares from the restrictions
in the lock-up agreements.



    In the future, we may issue our securities in connection with investments.
The amount of our common stock issued in connection with an investment could
constitute a material portion of our then outstanding common stock.


OUR ARTICLES OF INCORPORATION AND BYLAWS AND VIRGINIA CORPORATE LAW CONTAIN
PROVISIONS THAT MAY DISCOURAGE A TAKEOVER ATTEMPT.


    Provisions contained in our articles of incorporation and bylaws and the
laws of Virginia, the state in which we are organized, could make it more
difficult for a third party to acquire us, even if doing so might be beneficial
to our shareholders. Provisions of our articles of incorporation and bylaws
impose various procedural and other requirements, which could make it more
difficult for shareholders to effect certain corporate actions. For example, our
articles of incorporation authorize our board of directors to determine the
rights, preferences, privileges and restrictions of unissued series of preferred
stock, without any vote or action by our shareholders. Thus, our board of
directors can authorize and issue shares of preferred stock with voting or
conversion rights that could adversely affect the voting or other rights of
holders of our common stock. These rights may have the effect of delaying or
deterring a change of control of our company. In addition, a change of control
of our company may be delayed or deterred as a result of our having three
classes of directors or as a result of the shareholders' rights plan adopted by
our board of directors. These provisions could limit the price that certain
investors might be willing to pay in the future for shares of our common stock.


                                       12
<Page>
THE MARKET PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH COULD CAUSE THE
VALUE OF YOUR INVESTMENT TO DECLINE.

    Securities markets worldwide experience significant price and volume
fluctuations. This market volatility, as well as general economic, market or
political conditions, could reduce the market price of our common stock in spite
of our operating performance. In addition, our operating results could be below
the expectations of public market analysts and investors, and in response, the
market price of our common stock could decrease significantly. You may be unable
to resell your shares of our common stock at or above the initial public
offering price.

             CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

    This prospectus includes forward-looking statements including, in
particular, the statements about our plans, strategies and prospects under the
headings "Prospectus Summary," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Industry" and "Business." We
have used the words "may," "will," "expect," "anticipate," "believe,"
"estimate," "plan," "intend" and similar expressions in this prospectus to
identify forward-looking statements. We have based these forward-looking
statements on our current views with respect to future events and financial
performance. Actual results could differ materially from those projected in the
forward-looking statements. These forward-looking statements are subject to
risks, uncertainties and assumptions, including, among other things:

    - competition, including price competition and competition with self-help,
      medical and other weight-loss programs and products;

    - risks associated with the relative success of our marketing and
      advertising;

    - risks associated with the continued attractiveness of our programs;

    - risks associated with our ability to meet our obligations related to our
      outstanding indebtedness;

    - risks associated with general economic conditions;

    - adverse results in litigation and regulatory matters, the adoption of
      adverse legislation or regulations, more aggressive enforcement of
      existing legislation or regulations or a change in the interpretation of
      existing legislation or regulations; and

    - the other factors referenced under the heading "Risk Factors."

    You should not put undue reliance on any forward-looking statements. You
should understand that many important factors, including those discussed under
the headings "Risk Factors" and "Management's Discussion and Analysis of
Financial Conditions and Results of Operations," could cause our results to
differ materially from those expressed or suggested in any forward-looking
statements.

                                       13
<Page>
                                USE OF PROCEEDS

    We will not receive any of the proceeds from the sale of shares by the
selling shareholders. The selling shareholders will receive all net proceeds
from the sale of the shares of our common stock in this offering.

                                DIVIDEND POLICY

    We do not intend to pay any dividends on our common stock in the foreseeable
future. Any decision to declare and pay dividends in the future will be made at
the discretion of our board of directors, after taking into account our
financial results, capital requirements and other factors they may deem
relevant. Our debt instruments impose restrictions on our ability to pay
dividends.

                                       14
<Page>
                                 CAPITALIZATION


    The following table sets forth our cash and our capitalization as of
June 30, 2001. You should read this table in conjunction with our consolidated
financial statements and the related notes included elsewhere in this prospectus
and "Selected Historical Financial and Other Information" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."



<Table>
<Caption>
                                                                 JUNE 30,
                                                                   2001
                                                              --------------
                                                              (in millions)
<S>                                                           <C>
Cash........................................................     $  45.6
                                                                 =======
Long-term debt (including current maturities):
  Senior credit facilities(1)...............................     $ 243.7
  Senior subordinated notes due 2009(2).....................       235.0
                                                                 -------
    Total long-term debt....................................       478.7
                                                                 -------
Redeemable preferred stock(3)...............................        26.7
                                                                 -------
Common stock subject to mandatory repurchase(4).............        14.4
                                                                 -------
Shareholders' deficit:
  Common stock, no par value (1,000,000,000 authorized,
    111,987,568 issued and 108,950,278 outstanding).........          --
  Treasury stock, at cost, 3,037,290 shares.................       (12.2)
  Accumulated (deficit).....................................      (182.4)
  Accumulated other comprehensive (loss)....................       (15.7)
                                                                 -------
    Total shareholders' (deficit)...........................      (210.3)
                                                                 -------
      Total capitalization..................................     $ 309.5
                                                                 =======
</Table>


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

(1) The senior credit facilities consist of a $70.8 million term loan
    A facility, a $71.2 million term loan B facility, an $82.5 million
    transferable loan certificate facility, a $19.2 million term loan
    D facility and a $45.0 million revolving credit facility. As of June 30,
    2001, $45.0 million was available under the revolving credit facility for
    additional borrowings.

(2) The senior subordinated notes due 2009 consist of two series of notes in
    aggregate principal amounts of $150.0 million and E100.0 million,
    respectively.

(3) The redeemable preferred stock is redeemable under certain conditions at the
    option of the holder thereof upon the completion of this offering.


(4) Pursuant to a Put/Call Agreement with Heinz, Heinz has the right to sell to
    us and we have an option to purchase all of our common stock held by Heinz.
    As of June 30, 2001, Heinz owned 3,566,663 shares of our common stock.


    The above table does not reflect:


    - 5,763,692 shares of our common stock issuable upon exercise of outstanding
      stock options as of September 29, 2001;



    - 1,294,348 shares of our common stock available for future issuance under
      our existing stock option plan;



    - our purchase of 3,566,663 shares of our common stock held by Heinz for
      $14.4 million; and



    - 23,527 shares of our common stock sold to one of our employees.


                                       15
<Page>
                    PRO FORMA COMBINED FINANCIAL INFORMATION

    On January 16, 2001, we acquired the franchised territories and certain
business assets, including inventory, property and equipment, of Weighco for
$83.8 million. We financed the acquisition with available cash of $23.8 million
and additional borrowings of $60.0 million under our senior credit facilities.
The acquisition has been accounted for under the purchase method of accounting
and, accordingly, the results of operations of Weighco are included from the
date of acquisition.

    The unaudited pro forma combined statements of operations of Weight Watchers
are based on the historical consolidated statements of operations of Weight
Watchers, included elsewhere in this prospectus, adjusted to give effect to the
Weighco acquisition and the related financing of the acquisition.

    The unaudited pro forma combined statements of operations give effect to the
Weighco acquisition and the related financing as if each had occurred on
April 25, 1999. Our pro forma results are for informational purposes only and do
not purport to represent what actually would have occurred if the acquisition
and the related financing had been consummated on April 25, 1999, nor are they
necessarily indicative of our future operating results.

    Effective April 30, 2000, we changed our fiscal year end from the last
Saturday in April to the Saturday closest to December 31. As a result of this
change in our reporting period, the significant growth in our business since the
fiscal year ended April 29, 2000 and the Weighco acquisition, we have included
unaudited pro forma combined results of operations for the twelve months ended
December 30, 2000. Given these events, we believe the pro forma results of
operations for the twelve months ended December 30, 2000 are more indicative of
our current operations. We have included a comparison of the six months ended
June 30, 2001 to the six months ended July 29, 2000, which, in the opinion of
our management, is the available period most comparable to the six months ended
June 30, 2001.

    The following pro forma adjustments are based upon available information and
upon certain assumptions which we believe are reasonable. You should read the
following unaudited pro forma combined statements of operations in conjunction
with "Selected Historical Financial and Other Information," "Management's
Discussion and Analysis of Financial Condition and Results of Operations," our
historical consolidated financial statements and related notes and the
historical consolidated financial statements of Weighco and related notes
included elsewhere in this prospectus.

                                       16
<Page>
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS

                 FOR THE TWELVE MONTHS ENDED DECEMBER 30, 2000

                                  (UNAUDITED)


<Table>
<Caption>
                                                WEIGHT WATCHERS
                                                INTERNATIONAL,                  PRO FORMA
                                                     INC.*         WEIGHCO     ADJUSTMENTS   PRO FORMA
                                                ---------------   ----------   -----------   ---------
                                                  (54 weeks)      (53 weeks)
                                                       (in millions, except per share amounts)
<S>                                             <C>               <C>          <C>           <C>
Revenues, net.................................      $439.4          $59.7         $(10.9)(A)  $488.2
Cost of revenues..............................       218.0           30.4          (10.9)(A)   237.5
                                                    ------          -----         ------      ------
  Gross profit................................       221.4           29.3                      250.7
Marketing expenses............................        54.8            4.1                       58.9
Selling, general and administrative
  expenses....................................        52.8           13.0            4.0 (B)    62.7
                                                                                    (7.1)(C)
                                                    ------          -----         ------      ------
  Operating income............................       113.8           12.2            3.1       129.1

Interest expense, net.........................        57.6            2.2            7.0 (D,E)    66.8
Other expense, net............................         7.0            9.2           (8.6)(C)     7.6
                                                    ------          -----         ------      ------
  Income before income taxes and minority
    interest..................................        49.2            0.8            4.7        54.7
Provision for income taxes....................        18.1             --            2.0 (F)    20.1
                                                    ------          -----         ------      ------
  Income before minority interest.............        31.1            0.8            2.7        34.6
Minority interest.............................         0.3             --                        0.3
                                                    ------          -----         ------      ------
  Net income..................................      $ 30.8          $ 0.8         $  2.7      $ 34.3
                                                    ======          =====         ======      ======
Preferred stock dividends.....................      $  1.5                                    $  1.5
                                                    ------                                    ------
  Net income available to common
    shareholders..............................      $ 29.3                                    $ 32.8
                                                    ======                                    ======
PER SHARE INFORMATION:
Basic and diluted earnings per share..........      $ 0.26                                    $ 0.29
                                                    ======                                    ======
Weighted average number of shares.............       112.0                                     112.0
                                                    ======                                    ======
</Table>


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

*   The results of operations for Weight Watchers for the twelve months ended
    December 30, 2000 have been derived from Weight Watchers' historical results
    of operations for the eight months ended December 30, 2000, plus Weight
    Watchers' results of operations for the four months ended April 29, 2000,
    which are derived from the results of operations for the historical fiscal
    year ended April 29, 2000.

              See accompanying notes to this unaudited statement.

                                       17
<Page>
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                  (UNAUDITED)


<Table>
<Caption>
                                                             HISTORICAL
                                                           WEIGHT WATCHERS      PRO FORMA
                                                         INTERNATIONAL, INC.   ADJUSTMENTS   PRO FORMA
                                                         -------------------   -----------   ---------
                                                             (26 weeks)
                                                            (in millions, except per share amounts)
<S>                                                      <C>                   <C>           <C>
Revenues, net..........................................          $334.3           $ 1.8 (G)   $336.1
Cost of revenues.......................................           149.1             0.5 (G)    149.6
                                                                 ------           -----       ------
  Gross profit.........................................           185.2             1.3        186.5
Marketing expenses.....................................            40.6             0.3 (G)     40.9
Selling, general and administrative expenses...........            35.5             0.2 (B)     35.7
                                                                                   (0.2)(C)
                                                                                    0.2 (G)
                                                                 ------           -----       ------
  Operating income.....................................           109.1             0.8        109.9

Interest expense, net..................................            27.4             0.3 (D,E)    27.7
Other expense, net.....................................             3.9                          3.9
                                                                 ------           -----       ------
  Income before income taxes and minority interest.....            77.8             0.5         78.3
Provision for income taxes.............................            28.4             0.2 (F)     28.6
                                                                 ------           -----       ------
  Income before minority interest......................            49.4             0.3         49.7
Minority interest......................................             0.1                          0.1
                                                                 ------           -----       ------
  Net income...........................................          $ 49.3           $ 0.3       $ 49.6
                                                                 ======           =====       ======
Preferred stock dividends..............................          $  0.8                       $  0.8
                                                                 ------                       ------
  Net income available to common shareholders..........          $ 48.5                       $ 48.8
                                                                 ======                       ======

PER SHARE INFORMATION:
Basic earnings per share...............................          $ 0.44                       $ 0.44
                                                                 ======                       ======
Diluted earnings per share.............................          $ 0.43                       $ 0.44
                                                                 ======                       ======
Basic weighted average number of shares................           111.0                        111.0
                                                                 ======                       ======
Diluted weighted average number of shares..............           112.0                        112.0
                                                                 ======                       ======
</Table>


              See accompanying notes to this unaudited statement.

                                       18
<Page>
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS
                     FOR THE SIX MONTHS ENDED JULY 29, 2000
                                  (UNAUDITED)


<Table>
<Caption>
                                                        HISTORICAL
                                                      WEIGHT WATCHERS                   PRO FORMA
                                                    INTERNATIONAL, INC.    WEIGHCO     ADJUSTMENTS   PRO FORMA
                                                    -------------------   ----------   -----------   ---------
                                                        (27 weeks)        (26 weeks)
                                                             (in millions, except per share amounts)
<S>                                                 <C>                   <C>          <C>           <C>
Revenues, net.....................................          $235.9          $30.5         $(4.9)(A)   $261.5
Cost of revenues..................................           111.1           15.3          (4.9)(A)    121.5
                                                            ------          -----         -----       ------
  Gross profit....................................           124.8           15.2                      140.0
Marketing expenses................................            25.3            2.2                       27.5
Selling, general and administrative expenses......            28.7            7.2           2.0(B)      34.4
                                                                                           (3.5)(C)
                                                            ------          -----         -----       ------
  Operating income................................            70.8            5.8           1.5         78.1
Interest expense, net.............................            29.0            1.2           3.4 (D,E)    33.6
Other (income) expense, net.......................            (6.5)            --                       (6.5)
                                                            ------          -----         -----       ------
  Income before income taxes and minority                     48.3            4.6          (1.9)        51.0
    interest......................................
Provision for income taxes........................            16.9             --           1.0 (F)     17.9
                                                            ------          -----         -----       ------
  Income before minority interest.................            31.4            4.6          (2.9)        33.1
Minority interest.................................             0.2             --                        0.2
                                                            ------          -----         -----       ------
  Net income......................................          $ 31.2          $ 4.6         $(2.9)      $ 32.9
                                                            ======          =====         =====       ======
Preferred stock dividends.........................          $  0.8                                    $  0.8
                                                            ------                                    ------
  Net income available to common shareholders.....          $ 30.4                                    $ 32.1
                                                            ======                                    ======

PER SHARE INFORMATION:
Basic and diluted earnings per share..............          $ 0.27                                    $ 0.29
                                                            ======                                    ======
Weighted average number of shares.................           112.0                                     112.0
                                                            ======                                    ======
</Table>


              See accompanying notes to this unaudited statement.

                                       19
<Page>
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS

                    FOR THE FISCAL YEAR ENDED APRIL 29, 2000

                                  (UNAUDITED)


<Table>
<Caption>
                                                 HISTORICAL
                                               WEIGHT WATCHERS                   PRO FORMA
                                             INTERNATIONAL, INC.   WEIGHCO(1)   ADJUSTMENTS      PRO FORMA
                                             -------------------   ----------   -----------      ---------
                                                 (53 weeks)        (53 weeks)
                                                        (in millions, except per share amounts)
<S>                                          <C>                   <C>          <C>              <C>
Revenues, net..............................          $399.5          $ 44.9        $(8.0)(A)      $436.4
Cost of revenues...........................           201.4            23.4         (8.0)(A)       216.8
                                                     ------          ------        -----          ------
  Gross profit.............................           198.1            21.5                        219.6
Marketing expenses.........................            51.5             3.5                         55.0
Selling, general and administrative                    50.7            11.2          4.0 (B)        60.3
  expenses.................................                                         (5.6)(C)
Transaction costs..........................             8.3              --                          8.3
                                                     ------          ------        -----          ------
  Operating income.........................            87.6             6.8          1.6            96.0
Interest expense, net......................            31.1             2.0          7.0 (D,E)      40.1
Other income, net..........................           (10.4)           (0.1)                       (10.5)
                                                     ------          ------        -----          ------
  Income before income taxes and minority              66.9             4.9         (5.4)           66.4
    interest...............................
Provision for income taxes.................            28.3              --         (0.2)(F)        28.1
                                                     ------          ------        -----          ------
  Income before minority interest..........            38.6             4.9         (5.2)           38.3
Minority interest..........................             0.8              --                          0.8
                                                     ------          ------        -----          ------
  Net income...............................          $ 37.8          $  4.9        $(5.2)         $ 37.5
                                                     ======          ======        =====          ======
Preferred stock dividends..................          $ 0.09                                       $  0.9
                                                     ------                                       ------
  Net income available to common
    shareholders...........................          $ 36.9                                       $ 36.6
                                                     ======                                       ======

PER SHARE INFORMATION:
Basic and diluted earnings per share.......          $ 0.20                                       $ 0.20
                                                     ======                                       ======
Weighted average shares outstanding(2).....           182.1                                        182.1
                                                     ======                                       ======
</Table>


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

(1) The results of operations for Weighco for the year ended April 29, 2000 have
    been derived from the four months ended April 29, 2000, which are derived
    from the historical results of operations of Weighco for the year ended
    December 30, 2000, plus the eight months ended December 25, 1999, which have
    been derived from the historical results of operations of Weighco for the
    year ended December 25, 1999.


(2) Prior to our acquisition by Artal Luxembourg on September 29, 1999, there
    were 4,705 shares of our common stock outstanding. In connection with our
    acquisition, we declared a stock split that resulted in 276,428,607
    outstanding shares of our common stock. We have adjusted our historical
    statements to reflect the stock split. We then repurchased 164,441,039
    shares in connection with the transactions so that upon completion of our
    acquisition, there were 111,987,568 shares of our common stock outstanding.


              See accompanying notes to this unaudited statement.

                                       20
<Page>
                   PRO FORMA COMBINED STATEMENT OF OPERATIONS
                  FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                                  (UNAUDITED)


<Table>
<Caption>
                                                   HISTORICAL
                                                 WEIGHT WATCHERS                   PRO FORMA
                                               INTERNATIONAL, INC.    WEIGHCO*    ADJUSTMENTS   PRO FORMA
                                               -------------------   ----------   -----------   ---------
                                                   (35 weeks)        (35 weeks)
                                                        (in millions, except per share amounts)
<S>                                            <C>                   <C>          <C>           <C>
Revenues, net................................          $273.2          $39.9         $(6.6)(A)   $306.5
Cost of revenues.............................           139.3           21.0          (6.6)(A)    153.7
                                                       ------          -----         -----       ------
  Gross profit...............................           133.9           18.9                      152.8
Marketing expenses...........................            27.0            2.0                       29.0
Selling, general and administrative
  expenses...................................            32.2            9.6           2.8 (B)     39.8
                                                                                      (4.8)(C)
                                                       ------          -----         -----       ------
  Operating income...........................            74.7            7.3           2.0         84.0
                                                                                       4.7 (D,
Interest expense, net........................            37.1            1.6              E)       43.4
Other expense, net...........................            16.5            9.0          (8.6)(C)     16.9
                                                       ------          -----         -----       ------
  Income (loss) before income taxes and
    minority interest........................            21.1           (3.3)          5.9         23.7
Provision for (benefit from) income taxes....             5.9             --           0.7 (F)      6.6
                                                       ------          -----         -----       ------
  Income (loss) before minority interest.....            15.2           (3.3)          5.2         17.1
Minority interest............................             0.2             --                        0.2
                                                       ------          -----         -----       ------
  Net income (loss)..........................          $ 15.0          $(3.3)        $ 5.2       $ 16.9
                                                       ======          =====         =====       ======
Preferred stock dividends....................          $  1.0                                    $  1.0
                                                       ------                                    ------
Net income available to common
  shareholders...............................          $ 14.0                                    $ 15.9
                                                       ======                                    ======

PER SHARE INFORMATION:
Basic and diluted earnings per share.........          $ 0.13                                    $ 0.15
                                                       ======                                    ======
Weighted average shares outstanding..........           112.0                                     112.0
                                                       ======                                    ======
</Table>


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

*   The historical results of operations for Weighco for the eight months ended
    December 30, 2000 have been derived from the historical results of
    operations of Weighco for the year ended December 30, 2000.

              See accompanying notes to this unaudited statement.

                                       21
<Page>
              NOTES TO PRO FORMA COMBINED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

    The following is a summary of the estimated pro forma adjustments, based
upon available information and upon certain assumptions we believe are
reasonable, that are reflected in our unaudited pro forma condensed combined
statements of operations:

<Table>
<Caption>
                                            TWELVE                                                                EIGHT
                                            MONTHS                                                               MONTHS
                                             ENDED         SIX MONTHS        SIX MONTHS       FISCAL YEAR         ENDED
                                         DECEMBER 30,    ENDED JUNE 30,    ENDED JULY 29,   ENDED APRIL 29,   DECEMBER 30,
                                             2000             2001              2000             2000             2000
                                         -------------   ---------------   --------------   ---------------   -------------
                                                                           (in millions)
<S>  <C>                                 <C>             <C>               <C>              <C>               <C>
(A)  Represents the elimination of
     royalty revenues and expense and
     product sales to Weighco.........       $10.9                              $4.9             $8.0             $6.6
(B)  Represents the amortization of
     acquisition goodwill of $80.8
     million over 20 years utilizing
     the straight-line method.........       $ 4.0            $0.2              $2.0             $4.0             $2.8
(C)  Represents the elimination of
     non-recurring costs and charges
     incurred by Weighco relating to
     the sale to Weight Watchers:
     Selling, general and
         administrative expenses(1)...       $ 7.1            $0.2              $3.5             $5.6             $4.8
     Other expenses(2)................       $ 8.6                                                                $8.6
(D)  Represents a reduction of
     interest income relating to
     $23.8 million of cash used to
     fund the acquisition at an
     assumed interest rate of 5.5%....       $ 1.3            $0.1              $0.6             $1.3             $0.9
(E)  Represents interest expense
     related to acquisition borrowings
     of $60.0 million at an assumed
     interest rate of 9.5%............       $ 5.7            $0.2              $2.8             $5.7             $3.8
(F)  Represents adjustment to
     recognize income taxes at 37% for
     the twelve months ended December
     30, 2000, and the six months
     ended June 30, 2001 and July 29,
     2000, 42% for the fiscal year
     ended April 29, 2000 and 28% for
     the eight months ended December
     30, 2000.........................       $ 2.0            $0.2              $1.0             $0.2             $0.7
(G)  Represents operating results for
     Weighco during the first 15 days
     of January 2001 as follows:
     Revenues, net....................                        $1.8
     Cost of revenues.................                        $0.5
     Marketing expense................                        $0.3
     Selling, general and
           administrative expense.....                        $0.2
</Table>

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

(1) Adjustments to selling, general and administrative expenses include the
    following:

<Table>
<S>  <C>                                 <C>             <C>               <C>              <C>               <C>
     Amortization of pre-existing
     goodwill.........................       $ 3.3            $0.2              $1.7             $2.4             $2.3
     Management and incentive
     compensation paid by Weighco
     before acquisition...............       $ 3.8              --              $1.8             $3.2             $2.5
                                             -----            ----              ----             ----             ----
     Total selling, general and
     administrative expenses..........       $ 7.1            $0.2              $3.5             $5.6             $4.8
                                             =====            ====              ====             ====             ====
</Table>

(2) Adjustments to other expenses consist of costs incurred in connection with
    the Weighco acquisition, principally transaction-related incentive
    compensation of $5.4 million paid to Weighco management and the write-off of
    certain non-compete agreements of $3.4 million.

                                       22
<Page>
              SELECTED HISTORICAL FINANCIAL AND OTHER INFORMATION

    The following table sets forth our selected historical financial and other
information and the related notes. The selected historical financial information
as of and for the fiscal year ended April 27, 1996 has been derived from our
unaudited combined financial statements, which are not included in this
prospectus. The selected historical financial information as of and for the
fiscal year ended April 26, 1997 has been derived from our audited combined
financial statements, which are not included in this prospectus. The selected
historical financial information as of and for the fiscal years ended April 25,
1998, April 24, 1999 and April 29, 2000 and the eight months ended December 30,
2000 has been derived from our audited financial statements and the related
notes, included elsewhere in this prospectus. The selected historical financial
information as of and for six months ended July 29, 2000 and June 30, 2001 has
been derived from our unaudited consolidated financial statements included
elsewhere in this prospectus. In our opinion, all adjustments (which consist
only of normal recurring entries) considered necessary for a fair presentation
have been included in our unaudited financial statements. Interim results for
the six months ended June 30, 2001 are not necessarily indicative of, and are
not projections for, the results to be expected for the full fiscal year. You
should read the following selected historical financial and other information in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and the
related notes included elsewhere in this prospectus.

<Table>
<Caption>
                                                                                                EIGHT
                                                  FISCAL YEAR ENDED                             MONTHS         SIX MONTHS ENDED
                            --------------------------------------------------------------      ENDED       -----------------------
                            APRIL 27,    APRIL 26,    APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,    JULY 29,     JUNE 30,
                               1996         1997         1998         1999         2000          2000          2000         2001
                            ----------   ----------   ----------   ----------   ----------   ------------   ----------   ----------
                            (52 weeks)   (52 weeks)   (52 weeks)   (52 weeks)   (53 weeks)    (35 weeks)    (27 weeks)   (26 weeks)
                                                            (in millions, except per share amounts)
<S>                         <C>          <C>          <C>          <C>          <C>          <C>            <C>          <C>
STATEMENT OF OPERATIONS
  INFORMATION:
Revenues, net.............    $323.3       $292.8       $297.2       $364.6       $399.5        $273.2        $235.9       $334.3
Cost of revenues..........     190.9        230.4(1)     160.0        178.9        201.4         139.3         111.1        149.1
                              ------       ------       ------       ------       ------        ------        ------       ------
  Gross profit............     132.4         62.4        137.2        185.7        198.1         133.9         124.8        185.2
Marketing expenses........      53.9         48.9         49.2         52.9         51.5          27.0          25.3         40.6
Selling, general and
  administrative
  expenses................      51.9         45.5(1)      44.1         48.9         50.7          32.2          28.7         35.5
Transaction costs.........        --           --           --           --          8.3            --            --           --
                              ------       ------       ------       ------       ------        ------        ------       ------
  Operating income
    (loss)................      26.6        (32.0)        43.9         83.9         87.6          74.7          70.8        109.1
Interest expense (income),
  net.....................       3.3          1.0         (4.9)        (7.1)        31.1          37.1          29.0         27.4
Other expense (income),
  net.....................       4.8          3.3          4.3          5.2        (10.4)         16.5          (6.5)         3.9
                              ------       ------       ------       ------       ------        ------        ------       ------
  Income (loss) before
    income taxes and
    minority interests....      18.5        (36.3)        44.5         85.8         66.9          21.1          48.3         77.8
(Benefit from) provision
  for income taxes........      (3.6)       (12.9)        19.9         36.4         28.3           5.9          16.9         28.4
                              ------       ------       ------       ------       ------        ------        ------       ------
  Income (loss) before
    minority interests....      22.1        (23.4)        24.6         49.4         38.6          15.2          31.4         49.4
Minority interest.........       0.6          0.6          0.8          1.5          0.8           0.2           0.2          0.1
                              ------       ------       ------       ------       ------        ------        ------       ------
  Net income (loss).......    $ 21.5       $(24.0)      $ 23.8       $ 47.9       $ 37.8        $ 15.0        $ 31.2       $ 49.3
                              ======       ======       ======       ======       ======        ======        ======       ======
Preferred stock
  dividends...............        --           --           --           --       $  0.9        $  1.0        $  0.8       $  0.8
                              ------       ------       ------       ------       ------        ------        ------       ------
  Net income (loss)
    available to common
    shareholders..........    $ 21.5       $(24.0)      $ 23.8       $ 47.9       $ 36.9        $ 14.0        $ 30.4       $ 48.5
                              ======       ======       ======       ======       ======        ======        ======       ======
</Table>

                                       23
<Page>


<Table>
<Caption>
                                                                                                EIGHT
                                                  FISCAL YEAR ENDED                             MONTHS         SIX MONTHS ENDED
                            --------------------------------------------------------------      ENDED       -----------------------
                            APRIL 27,    APRIL 26,    APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,    JULY 29,     JUNE 30,
                               1996         1997         1998         1999         2000          2000          2000         2001
                            ----------   ----------   ----------   ----------   ----------   ------------   ----------   ----------
                            (52 weeks)   (52 weeks)   (52 weeks)   (52 weeks)   (53 weeks)    (35 weeks)    (27 weeks)   (26 weeks)
                                                            (in millions, except per share amounts)
<S>                         <C>          <C>          <C>          <C>          <C>          <C>            <C>          <C>
PER SHARE INFORMATION:
Basic earnings (loss) per
  share...................    $ 0.08       $(0.09)      $ 0.09       $ 0.17       $ 0.20        $ 0.13        $ 0.27       $ 0.44
                              ======       ======       ======       ======       ======        ======        ======       ======
Diluted earnings (loss)
  per share...............    $ 0.08       $(0.09)      $ 0.09       $ 0.17       $ 0.20        $ 0.13        $ 0.27       $ 0.43
                              ======       ======       ======       ======       ======        ======        ======       ======
Basic weighted average
  number of shares(2).....     276.2        276.2        276.2        276.2        182.1         112.0         112.0        111.0
                              ======       ======       ======       ======       ======        ======        ======       ======
Diluted weighted average
  number of shares(2).....     276.2        276.2        276.2        276.2        182.1         112.0         112.0        112.0
                              ======       ======       ======       ======       ======        ======        ======       ======
OTHER FINANCIAL
  INFORMATION:
Net cash provided by (used
  in):
  Operating activities....                 $  9.7       $ 36.4       $ 57.9       $ 49.9        $ 28.9        $ 39.6       $ 92.9
  Investing activities....                   (1.4)        (4.9)        (3.0)       (19.6)        (21.6)         (8.9)       (94.9)
  Financing activities....                   (4.4)       (30.6)       (47.7)         8.1          (8.0)         (6.3)         4.7
Depreciation and
  amortization............    $ 10.4         14.2          8.8          9.6         10.4           7.9           5.7          7.4
Capital expenditures......       5.3          2.7          3.4          2.5          1.9           3.6           1.3          1.2

BALANCE SHEET INFORMATION
  (AT END OF PERIOD):
Working capital
  (deficit)...............    $ 83.6       $ 64.9       $ 65.8       $ 91.2       $ (0.9)       $ 10.2        $  9.3       $(26.9)
Total assets..............     393.4        373.0        370.8        371.4        334.2         346.2         342.4        412.6
Total debt................      97.2         97.0         41.1         39.6        476.1         472.4         474.0        478.7
Redeemable securities:
  Preferred stock.........        --           --           --           --         25.9          26.0          26.2         26.7
  Common stock............        --           --           --           --           --            --            --         14.4
</Table>


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

(1) In connection with a restructuring and reorganization announced during
    fiscal 1997, we recorded a restructuring charge of $51.7 million, of which
    $49.6 million is included in costs of revenues and $2.1 million is included
    in selling, general and administrative expenses.


(2) Prior to our acquisition by Artal Luxembourg on September 29, 1999, there
    were 4,705 shares of our common stock outstanding. In connection with the
    transactions related to our acquisition, we declared a stock split that
    resulted in 276,428,607 outstanding shares of our common stock. We have
    adjusted our historical statements to reflect the stock split. We then
    repurchased 164,441,039 shares in connection with the transactions so that
    upon completion of our acquisition, there were 111,987,568 shares of our
    common stock outstanding.


                                       24
<Page>
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

    YOU SHOULD READ THE FOLLOWING DISCUSSION IN CONJUNCTION WITH "SELECTED
HISTORICAL FINANCIAL AND OTHER INFORMATION" AND OUR CONSOLIDATED FINANCIAL
STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS PROSPECTUS. UNLESS
OTHERWISE NOTED, REFERENCES TO THE 1997, 1998, 1999 AND 2000 FISCAL YEARS ARE TO
OUR FISCAL YEARS ENDED APRIL 26, 1997, APRIL 25, 1998, APRIL 24, 1999 AND
APRIL 29, 2000, RESPECTIVELY. AFTER THE FISCAL YEAR ENDED APRIL 29, 2000, WE
CHANGED OUR FISCAL YEAR END TO THE SATURDAY CLOSEST TO DECEMBER 31. ACCORDINGLY,
THE FISCAL YEAR ENDED DECEMBER 30, 2000 IS AN EIGHT-MONTH PERIOD.

OVERVIEW

    We are the leading provider of weight-loss services in 27 countries around
the world. We conduct our business through a combination of company-owned and
franchise operations, with company-owned operations accounting for 67% of total
worldwide attendance in the first six months of 2001. For the first six months
of 2001, 61% of our revenues were derived from our U.S. operations, and the
remaining 39% of our revenues were derived from our international operations. We
derive our revenues principally from:

    - MEETING FEES. Our members pay us a weekly fee to attend our classes.

    - PRODUCT SALES. We sell proprietary products which complement our program,
      such as snack bars, books, CD-ROMs and POINTS calculators, to our members
      and franchisees.

    - FRANCHISE ROYALTIES. Our franchisees typically pay us a royalty fee of 10%
      of their meeting fee revenues.

    - OTHER. We license our brand for certain foods, clothing, books and other
      products. We also generate revenues from the publishing of books and
      magazines and third party advertising.

    The following graph sets forth our revenues by category for the 1996, 1997,
1998, 1999 and 2000 fiscal years.

                                REVENUE SOURCES
                             (dollars in millions)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<Table>
<Caption>                                                                                                      PRE-PACKAGED MEALS
             NACO MEETING FEES  INTERNATIONAL MEETING FEES  PRODUCT SALES  FRANCHISE ROYALTIES  OTHER             (Discontinued)
<S>          <C>                <C>                         <C>            <C>                  <C>                  <C>   <C>
fiscal 1996               96.5                       100.8           41.2                 14.1   30.3                40.4  $323.3
fiscal 1997               86.5                       113.6           30.8                 13.9   14.1                  34  $292.8
fiscal 1998               93.8                       129.0           46.7                 17.9    9.0                 0.8  $297.2
fiscal 1999              122.3                       143.8           57.3                 23.2   18.0                   0  $364.6
fiscal 2000              130.8                       145.3           91.6                 25.8      6                   0  $399.5
</Table>

    In fiscal 1997, we made the strategic decision to discontinue the sale of
pre-packaged meals in our NACO classroom meetings (which were added in 1990 by
our former owner, Heinz) and to introduce to our NACO operations some of the
best practices developed by our European managers. After our

                                       25
<Page>
acquisition by Artal Luxembourg in 1999, we reorganized our management and
strengthened our strategic focus. Since 1997, our revenues and operating income
have increased principally as a result of:


    - INCREASED NACO CLASSROOM ATTENDANCE. As a result of our decision to
      re-focus our meetings exclusively on our group education approach and the
      introduction of our POINTS-based diet developed in the United Kingdom and
      our LIBERTY/LOYALTY meeting fee pricing strategy developed in France, our
      NACO classroom attendance increased by 83% to 14.3 million in 2000 from
      7.8 million in fiscal 1997. This increase brought NACO's penetration in
      our target market to over 7%.


    - OUR RETURN TO A VARIABLE COST STRUCTURE IN NACO OPERATIONS. The
      introduction of pre-packaged meals required us to invest in a fixed cost
      infrastructure. By abandoning pre-packaged meals, we returned our NACO
      operations to their historical variable cost structure. As a result,
      NACO's operating profit margin increased from being negative in fiscal
      1997 to over 20% in 2000.

    - ACCELERATED GROWTH IN CONTINENTAL EUROPE. In Continental Europe, we have
      accelerated growth by adapting our business model to local conditions,
      implementing more aggressive marketing programs tailored to the local
      markets and increasing the number of meetings ahead of anticipated demand.
      Our Continental Europe attendance increased by 79% to 7.0 million in 2000
      from 3.9 million in fiscal 1997.

    - INCREASED PRODUCT SALES. We have increased our product sales by 265% from
      fiscal 1997 to 2000 by introducing new products and optimizing our product
      mix. In our meetings, we have increased product sales per attendance from
      $1.32 to $2.23 over the same period.

    Our worldwide attendance has grown by 55% in our company-owned operations
from 23.0 million in fiscal 1997 to 35.7 million in 2000, and our operating
profit margin has grown from 6.7% (before a restructuring charge) in fiscal 1997
to 25.9% in 2000.

                     ATTENDANCE IN COMPANY-OWNED OPERATIONS
                                 (in millions)
<Table>
<Caption>
                                                                                   EIGHT          TWELVE
                                          FISCAL YEAR ENDED                        MONTHS         MONTHS
                        -----------------------------------------------------      ENDED          ENDED
                         APRIL 26,     APRIL 25,     APRIL 24,     APRIL 29,    DECEMBER 30,   DECEMBER 30,
                           1997          1998          1999          2000           2000          2000*
                        -----------   -----------   -----------   -----------   ------------   ------------
                        (52 weeks)    (52 weeks)    (52 weeks)    (53 weeks)     (35 weeks)     (54 weeks)
<S>                     <C>           <C>           <C>           <C>           <C>            <C>
United States.........       7.8          8.4          10.9          13.2            8.9           14.3

United Kingdom........       9.1         10.4           9.8          10.6            7.0           11.2

Continental Europe....       3.9          4.9           5.7           6.1            4.6            7.0

Other International...       2.2          2.5           3.4           3.3            1.9            3.2
                           -----         ----          ----          ----           ----           ----

Total.................      23.0         26.2          29.8          33.2           22.4           35.7
                           =====         ====          ====          ====           ====           ====

<Caption>

                            SIX MONTHS ENDED
                        ------------------------
                         JULY 29,     JUNE 30,
                          2000*         2001*
                        ----------   -----------
                        (27 weeks)   (26 weeks)
<S>                     <C>          <C>
United States.........      8.0         12.4
United Kingdom........      6.0          6.7
Continental Europe....      3.4          4.8
Other International...      1.8          1.7
                           ----         ----
Total.................     19.2         25.6
                           ====         ====
</Table>

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

*   Attendance for these periods does not include Weighco attendance of
    4.4 million for 2000, 2.3 million for the six months ended July 29, 2000 and
    0.2 million for the first two weeks of 2001 prior to the completion of the
    Weighco acquisition.

    On January 16, 2001, we acquired the franchised territories and certain
business assets of Weighco for $83.8 million. Pro forma for the acquisition, for
the first six months of 2001 our revenues grew more than 28% over the comparable
period in the prior year.

                                       26
<Page>
RESULTS OF OPERATIONS

    The following table summarizes our historical income from operations as a
percentage of revenues for the fiscal years ended April 25, 1998, April 24, 1999
and April 29, 2000, the eight months ended December 30, 2000 and the six months
ended July 29, 2000 and June 30, 2001.

<Table>
<Caption>
                                                                                                  EIGHT           SIX MONTHS
                                                                   FISCAL YEAR ENDED              MONTHS             ENDED
                                                           ---------------------------------      ENDED       -------------------
                                                           APRIL 25,   APRIL 24,   APRIL 29,   DECEMBER 30,   JULY 29,   JUNE 30,
                                                             1998        1999        2000          2000         2000       2001
                                                           ---------   ---------   ---------   ------------   --------   --------
<S>                                                        <C>         <C>         <C>         <C>            <C>        <C>
Total revenues, net......................................    100.0%      100.0%      100.0%       100.0%       100.0%     100.0%
Cost of revenues.........................................     53.8        49.1        50.4         51.0         47.1       44.6
                                                             -----       -----       -----        -----        -----      -----
Gross profit.............................................     46.2        50.9        49.6         49.0         52.9       55.4
Marketing expenses.......................................     16.6        14.5        12.9          9.9         10.7       12.1
Selling, general and administrative expenses.............     14.8        13.4        14.8         11.8         12.2       10.6
                                                             -----       -----       -----        -----        -----      -----
Operating income.........................................     14.8%       23.0%       21.9%        27.3%        30.0%      32.6%
                                                             =====       =====       =====        =====        =====      =====
</Table>

    COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2001 (26 WEEKS) TO THE SIX
     MONTHS ENDED JULY 29, 2000 (27 WEEKS).

    We have included a comparison of the six months ended June 30, 2001 to the
six months ended July 29, 2000, which, in the opinion of our management, is the
available period most comparable to the six months ended June 30, 2001.

    Net revenues were $334.3 million for the six months ended June 30, 2001, an
increase of $98.3 million or 41.7% from $235.9 million for the six months ended
July 29, 2001. Of the $98.3 million increase, $51.5 million was attributable to
NACO classroom meeting fees, $7.7 million from our foreign company-owned
classroom meeting fees, $0.8 million from franchise royalties, $35.7 million
from product sales and $2.6 million from licensing, publications and other
royalties.

    NACO classroom meeting fee revenues were $134.2 million for the six months
ended June 30, 2001, an increase of 62.2% from $82.7 for the six months ended
July 29, 2000. Our acquisition of Weighco accounted for $32.8 million of the
total increase. Our foreign company-owned classroom meeting fee revenues were
$85.9 million for the six months ended June 30, 2001, an increase of 9.9% from
$78.2 million for the six months ended July 29, 2000. The increase in NACO and
foreign company-owned meeting fee revenues was the result of increased member
attendance, the roll-out of new program innovations and price increases in
select markets, offset by negative exchange rate variances.

    Franchise royalties were $15.6 million for the six months ended June 30,
2001, an increase of 4.7% from $14.9 million for the six months ended July 29,
2000. Excluding Weighco, franchise royalties increased 24.2% for the six months
ended June 30, 2001. This increase was primarily the result of an increase in
member attendance, offset by negative exchange rate variances.

    Product sales were $92.7 million for the six months ended June 30, 2001, an
increase of 62.5% from $57.0 million for the six months ended July 29, 2000. The
increase in product sales was primarily the result of increased member
attendance and our strategy to focus sales efforts on core classroom products.

    Royalties from licensing, publications and other were $5.8 million for the
six months ended June 30, 2001, an increase of 89.6% from $3.1 million for the
six months ended July 29, 2000.

    Cost of revenues was $149.1 million for the six months ended June 30, 2001,
an increase of 34.2% from $111.1 million for the six months ended July 29, 2000.
Gross profit margin was 55.4% for the six months ended June 30, 2001, compared
to 52.9% for the six months ended July 29, 2000. The increase

                                       27
<Page>
in gross profit margin was due to price increases in selected markets, improved
operating efficiencies, higher margins generated by product sales and an
increase in attendance per meeting.

    Marketing expenses were $40.6 million for the six months ended June 30,
2001, an increase of 60.4% from $25.3 million for the six months ended July 29,
2000. The increase in marketing expenses was primarily the result of additional
advertising to promote the new program innovations and timing differences
related to our shift in fiscal calendars.

    Selling, general and administrative expenses were $35.5 million for the six
months ended June 30, 2001, an increase of 23.4% from $28.7 million for the six
months ended July 29, 2000. As a percentage of revenues, selling general and
administrative costs decreased from 12.2% for the six months ended July 29, 2000
to 10.6% for the six months ended June 30, 2001.

    As a result of the above, operating income was $109.1 million for the six
months ended June 30, 2001, an increase 54.2% from $70.8 million for the six
months ended July 29, 2000. Our acquisition of Weighco accounted for
$16.2 million of the total increase in operating income.

    COMPARISON OF THE EIGHT MONTHS ENDED DECEMBER 30, 2000 TO THE EIGHT MONTHS
     ENDED DECEMBER 18, 1999.

    Consolidated financial statements include our accounts and the accounts of
our wholly-owned subsidiaries. We eliminated all material intercompany accounts
and transactions in the consolidation. In order to facilitate timely reporting
in prior periods, some foreign subsidiaries ended their fiscal years one month
prior to our fiscal year end with no material impact on our consolidated
financial statements. The one month lag was eliminated effective April 30, 2000.
The results of operations for those foreign subsidiaries have been adjusted for
the eight months ended December 30, 2000. The effect on our net income of these
subsidiaries for the period March 31, 2000 through April 29, 2000 was
$1.1 million and was adjusted to the opening accumulated deficit at April 30,
2000.

    Net revenues were $273.2 million for the eight months ended December 30,
2000, an increase of $36.2 million or 15.3% from $237.0 million for the eight
months ended December 18, 1999. Of the $36.2 million increase, $19.5 million was
attributable to NACO classroom meeting fees, $2.3 million from foreign
company-owned classroom meeting fees, $2.5 million from franchise royalties,
$11.7 million from product sales and $0.2 million from licensing, publications
and other royalties.

    NACO classroom meeting fee revenues were $96.8 million for the eight months
ended December 30, 2000, an increase of 25.3% from $77.3 million for the eight
months ended December 18, 1999. This increase in NACO classroom meeting fee
revenues was the result of a 14.2% increase in member attendance as well as a
price increase in meetings fees in the majority of our markets for our NACO
operations. Our foreign company-owned classroom meeting fee revenues were
$87.3 million for the eight months ended December 30, 2000, an increase of 2.7%
from $85.0 million for the eight months ended December 18, 1999. This
performance was a result of a 7.9% increase in attendance offset by negative
exchange rate variances.

    Franchise royalties were $17.7 million for the eight months ended
December 30, 2000, an increase of 17.2% from $15.1 million for the eight months
ended December 18, 1999. This increase was primarily the result of an increase
in member attendance offset by negative exchange rate variances.

    Product sales were $66.4 million for the eight months ended December 30,
2000, an increase of 21.4% from $54.7 million for the eight months ended
December 18, 1999. This increase in product sales was primarily the result of
increased member attendance and our strategy to focus sales efforts on core
classroom products.

    Royalties from licensing, publications and other were $5.1 million for the
eight months ended December 30, 2000, an increase of 4% from $4.9 million for
the eight months ended December 18, 1999.

                                       28
<Page>
    Cost of revenues was $139.3 million for the eight months ended December 30,
2000, an increase of 13.8% from $122.4 million for the eight months ended
December 18, 1999. This increase was primarily the result of an increased number
of meetings to accommodate attendance growth and increased product sales. Gross
profit margin was 49.0% for the eight months ended December 30, 2000, compared
to 48.4% for the eight months ended December 18, 1999. The increase in gross
profit margin was primarily due to an increase in attendance per meeting and a
change in product mix with a greater focus on higher margin core products.

    Marketing expenses were $27.0 million for the eight months ended
December 30, 2000, a decrease of 3.1% from $27.8 million for the eight months
ended December 18, 1999. As a percentage of revenues, marketing expenses
decreased from 11.7% for the eight months ended December 18, 1999 to 9.9% for
the eight months ended December 30, 2000 as a result of our efforts to improve
the effectiveness of our marketing program.

    Selling, general and administrative expenses were $32.2 million for the
eight months ended December 30, 2000, an increase of 9.6% from $29.4 million for
the eight months ended December 18, 1999. This increase was partly the result of
an increase in incentive compensation as well as other professional fees
incurred. As a percentage of net revenues, these costs decreased from 12.4% for
the eight months ended December 18, 1999 to 11.8% for the eight months ended
December 30, 2000.

    As a result of the above, our operating income was $74.7 million for the
eight months ended December 30, 2000, an increase of 34.4% from operating income
of $55.6 million, excluding a one-time charge of $8.3 million for transaction
costs and $1.8 million of discontinued food royalties for the eight months ended
December 18, 1999.

    COMPARISON OF THE FISCAL YEAR ENDED APRIL 29, 2000 (53 WEEKS) TO THE FISCAL
     YEAR ENDED APRIL 24, 1999 (52 WEEKS).

    Net revenues were $399.6 million for the fiscal year ended April 29, 2000,
an increase of $35.0 million or 9.6% from $364.6 million for the fiscal year
ended April 24, 1999. Of the $35.0 million increase, $8.5 million was
attributable to our NACO classroom meeting fees, $8.8 million from our foreign
company-owned classroom meeting fees, $2.6 million from franchise royalties and
$26.9 million from product sales. These increases were offset by an
$11.8 million decrease in royalties from licensing, publications and other. The
$11.8 million decrease was primarily attributable to the discontinuation of food
royalties from Heinz, offset in part by the recognition in the fiscal year ended
April 24, 1999 of the present value of the guaranteed future payments from a
licensing agreement. Adjusting for the discontinued food royalties of
$1.8 million, net revenues were $397.8 million for the fiscal year ended
April 29, 2000, an increase of 13.5% from $350.6 million (excluding
$8.7 million from non-recurring revenue from the licensing agreement and
$5.3 million from discontinued food royalties) for the fiscal year ended
April 24, 1999.

    NACO classroom meeting fee revenues were $130.8 million for the fiscal year
ended April 29, 2000 an increase of 6.9% from $122.3 million for the fiscal year
ended April 24, 1999, net of promotional allowances of $5.7 million and
$23.0 million, respectively. This increase in our NACO classroom meeting fee
revenues was the result of a 22% increase in member attendance, partially offset
by lower average meeting fee revenues per attendee as a result of the rollout of
the LIBERTY/LOYALTY pricing strategy. LIBERTY/LOYALTY provides members the
option of committing to consecutive weekly attendance and paying a lower weekly
fee with penalties for missed classes, or paying a higher weekly fee without the
missed meeting penalties. Our revenues from foreign company-owned classroom
meeting fees were $152.7 million for the fiscal year ended April 29, 2000, an
increase of 6.1% from $143.9 million for the fiscal year ended April 24, 1999,
net of promotional allowances of $17.4 million and $17.2 million, respectively.
This increase in our foreign company-owned classroom meeting fee revenues was
the result of a 6.1% increase in international attendance in the United Kingdom,
Continental Europe and Australia.

                                       29
<Page>
    Domestic franchise royalties were $21.3 million for the fiscal year ended
April 29, 2000, an increase of 11.5% from $19.1 million for the fiscal year
ended April 24, 1999. This increase in domestic franchise royalties was
primarily the result of an increase in member attendance, due to improved
training and support and increased marketing effectiveness. International
franchise royalties were $4.5 million for the fiscal year ended April 29, 2000,
an increase of 9.8% from $4.1 million for the fiscal year ended April 24, 1999.
This increase was primarily the result of our strong performance in Canada and
Ireland.

    Product sales were $84.2 million for the fiscal year ended April 29, 2000,
an increase of 47.0% from $57.3 million for the fiscal year ended April 24,
1999. This increase in product sales was primarily the result of increased
member attendance and our strategy to focus sales efforts on core classroom
products, including our newly introduced nutrition bars.

    Royalties from licensing, publications and other were $6.1 million for the
fiscal year ended April 29, 2000, a decrease of 66% from $17.9 million for the
fiscal year ended April 24, 1999, which was primarily due to discontinued food
royalties from Heinz, offset in part by an increase in royalties from licensing
agreements.

    Cost of revenues was $201.4 million for the fiscal year ended April 29,
2000, an increase of 12.6% from $178.9 million for the fiscal year ended
April 24, 1999. This increase was primarily the result of an increased number of
meetings to accommodate attendance growth and growing product sales. Our gross
profit margin was 49.4% for the fiscal year ended April 29, 2000, excluding
$1.8 million from discontinued food royalties, compared to 49.0% for the fiscal
year ended April 24, 1999, excluding $8.7 million from non-recurring revenues
from a licensing agreement and $5.3 million from discontinued food royalties.

    Marketing expenses were $51.5 million for the fiscal year ended April 29,
2000, a decrease of 2.6% from $52.9 million for the fiscal year ended April 24,
1999, net of promotional allowances of $23.0 million and $40.2 million,
respectively. Our marketing program remained unchanged. The decrease of
$1.4 million was related to amounts expended under Heinz's marketing programs in
the fiscal year ended April 24, 1999 and the discontinuation of food royalty
related marketing rebate expenses.

    Selling, general and administrative expenses were $50.7 million for the
fiscal year ended April 29, 2000, an increase of 3.7% from $48.9 million for the
fiscal year ended April 24, 1999. As a percentage of net revenues, excluding
$1.8 million from discontinued food royalties in the fiscal year ended
April 29, 2000 and excluding $8.7 million from non-recurring revenues from a
licensing agreement and $5.3 million from discontinued food royalties in the
fiscal year ended April 24, 1999, these costs were 12.7% for the fiscal year
ended April 29, 2000, compared to 13.9% for the fiscal year ended April 24,
1999. This percentage decrease was due to the continued benefit of our
restructuring and reorganization program.

    As a result of the above, our operating income was $94.2 million, excluding
a one-time charge of $8.3 million of transaction costs and $1.8 million in
revenues from discontinued food royalties, for the year ended April 29, 2000, an
increase of 34.8% from operating income of $69.9 million, excluding
$8.7 million of non-recurring revenues from a licensing agreement and
$5.3 million from discontinued food royalties, for the fiscal year ended
April 24, 1999.

    COMPARISON OF THE FISCAL YEAR ENDED APRIL 24, 1999 TO THE FISCAL YEAR ENDED
     APRIL 25, 1998.

    Net revenues were $364.6 million for the fiscal year ended April 24, 1999,
an increase of $67.4 million or 22.7% from $297.2 million for the fiscal year
ended April 25, 1998, net of promotional allowances of $40.2 million and
$37.1 million, respectively. Of the $67.4 million increase, $28.5 million was
attributable to our NACO classroom meeting fees, $14.8 million to our foreign
company-owned classroom meeting fees, $5.3 million to franchise royalties,
$9.8 million to product sales and

                                       30
<Page>
$9.0 million to royalties from licensing, publications and other. The increase
in royalties was due to the recognition, in the fiscal year ended April 24,
1999, of the present value of the guaranteed future payments from a licensing
agreement. Adjusting for non-recurring revenues of $8.7 million from that
licensing agreement, net revenues were $355.9 million for the fiscal year ended
April 24, 1999, an increase of $58.7 million, or 19.8%, from $297.2 million for
the fiscal year ended April 25, 1998.

    NACO classroom meeting fee revenues were $122.3 million for the fiscal year
ended April 24, 1999, an increase of 30.4% from $93.8 million for the fiscal
year ended April 25, 1998, net of promotional allowances of $23.0 million and
$19.5 million, respectively. This increase in revenues from our NACO classroom
meeting fees was the result of a 29% increase in member attendance. We believe
the increase in member attendance was due to the continued improvement in member
satisfaction, which resulted from the full year impact of 1'2'3 SUCCESS, the
diet that preceded and was the foundation for WINNING POINTS, and the
elimination of our pre-packaged meals program. Our revenues from foreign
company-owned classroom meeting fees were $143.9 million for the fiscal year
ended April 24, 1999, an increase of 11.5% from $129.0 million for the fiscal
year ended April 25, 1998, net of promotional allowances of $17.2 million and
$17.6 million, respectively. This increase in revenues from our foreign
company-owned classroom meeting fees was the result of a 6% increase in
international attendance in the United Kingdom, Continental Europe and
Australia.

    Domestic franchise royalties were $19.1 million for the fiscal year ended
April 24, 1999, an increase of 32.9% from $14.4 million for the fiscal year
ended April 25, 1998. This increase in domestic franchise royalties was
primarily the result of an increase in member attendance, which was due to the
full year impact of 1'2'3 SUCCESS, improved training and support and increased
marketing effectiveness. Our foreign franchise royalties were $4.1 million for
the fiscal year ended April 24, 1999, an increase of 15.3% from $3.5 million for
the fiscal year ended April 25, 1998. This increase was primarily the result of
our strong performance in Canada and Ireland.

    Product sales were $57.3 million for the fiscal year ended April 24, 1999,
an increase of 20.6% from $47.5 million for the fiscal year ended April 25,
1998. This increase in product sales was primarily the result of increased
member attendance. In addition, we eliminated approximately two-thirds of the
items in our NACO operations, allowing us to focus our sales efforts on our core
products.

    Royalties from licensing, publications and other were $9.3 million,
excluding $8.7 million of non-recurring revenues from a licensing agreement, for
the fiscal year ended April 24, 1999, an increase of 3.3% from $9.0 million for
the fiscal year ended April 25, 1998.

    Cost of revenues was $178.9 million for the fiscal year ended April 24,
1999, an increase of 11.8% from $160.0 million for the fiscal year ended
April 25, 1998. This increase was attributable to the increased levels of
attendance. Gross profit margin, net of promotional allowances of $40.2 million
and $37.1 million, respectively, however, increased from 46.2% for the fiscal
year ended April 25, 1998 to 49.7%, excluding $8.7 million of non-recurring
revenues from a licensing agreement, for the fiscal year ended April 24, 1999.
This increase in gross margin was due to various factors, including an increase
in attendance per meeting, an increase in the ratio of third-party locations to
total locations and a change in product mix with a focus on higher margin core
products.

    Marketing expenses were $52.9 million for the fiscal year ended April 24,
1999, an increase of 7.5% from $49.2 million for the fiscal year ended
April 25, 1998, net of promotional allowances of $40.2 million and
$37.1 million, respectively. This increase in marketing expenses was the result
of an increase in advertising.

    Selling, general and administrative expenses were $48.9 million for the
fiscal year ended April 24, 1999, an increase of 10.9% from $44.1 million for
the fiscal year ended April 25, 1998. As a percentage of total revenues,
excluding $8.7 million of non-recurring revenues from a licensing agreement,
these costs decreased from 14.8% for the fiscal year ended April 25, 1998 to
13.7% for the fiscal year ended April 24, 1999. This percentage decrease was due
to the continued benefit of our restructuring and

                                       31
<Page>
reorganization program, which allowed us to eliminate certain costs that were
not directly associated with our core business, classroom operations and related
products.

    As a result of the above, operating income was $75.2 million, excluding
$8.7 million of non-recurring revenues from a licensing agreement, for the
fiscal year ended April 24, 1999, an increase of 70.9% from operating income of
$43.9 million for the fiscal year ended April 25, 1998.

LIQUIDITY AND CAPITAL RESOURCES

    During the eight months ended December 30, 2000 and for the six months ended
June 30, 2001, our primary source of funds to meet working capital needs was
cash from operations. For the eight months ended December 30, 2000 and the six
months ended June 30, 2001, cash flows provided by operating activities were
$28.9 million and $92.9 million, respectively. Cash and cash equivalents
increased $0.5 million to $44.5 million and increased $1.1 million to $45.6
million, respectively, during the eight months ended December 30, 2000 and the
six months ended June 30, 2001. These increases were driven by increased meeting
revenue and strong product sales. For the eight months ended December 30, 2000,
cash flows provided by operating activities of $28.9 million were used primarily
to fund a loan of $16.8 million to WeightWatchers.com and repayments of
principal on our outstanding senior credit facilities of $7.1 million. Cash
flows used for investing activities of $21.6 million were primarily attributable
to capital expenditures of $3.6 million and the loan made to WeightWatchers.com.
Cash flows used for financing activities of $8.0 million were attributable to
repayments of principal on our outstanding senior credit facilities of
$7.1 million and the payment of dividends on our preferred stock of
$0.9 million.


    For the six months ended June 30, 2001, cash flows provided by operating
activities were used primarily for investing activities. Cash flows used for
investing activities of $94.9 million were attributable to $84.4 million in cash
paid in connection with the Weighco acquisition, the loans of $7.8 million made
to WeightWatchers.com and capital expenditures of $1.2 million. Net cash flows
provided by financing activities of $4.7 million consisted of proceeds from
borrowings under our senior credit facility of $60.0 million, offset by
repayments of principal on our outstanding senior credit facilities of $42.7
million and the repurchase of 3,152,591 shares of our common stock held by Heinz
for $12.7 million.


    Capital spending has averaged approximately $3 million annually over the
last four years and has consisted primarily of leasehold improvements for
meeting locations and administrative offices, computer equipment for field staff
and call centers and year 2000 upgrades.

    As of December 30, 2000 and June 30, 2001, we had outstanding
$470.7 million and $478.7 million, respectively, in aggregate indebtedness, with
approximately $30 million and $45 million, respectively, of additional borrowing
capacity available under our revolving credit facility. On January 16, 2001, we
acquired certain business assets and the Weight Watchers franchised territories
of Weighco for $83.8 million. We financed the acquisition with available cash of
$23.8 million and additional borrowings of $60.0 million under our senior credit
facilities.

    We believe that cash flows from operating activities, together with
borrowings available under our revolving credit facility, will be sufficient for
the next twelve months to fund currently anticipated capital expenditure
requirements, debt service requirements and working capital expenditure
requirements. Any future acquisitions, joint ventures or other similar
transactions will likely require additional capital and we cannot be certain
that any additional capital will be available on acceptable terms or at all.


    On April 18, 2001, we entered into a Put/Call Agreement with Heinz. Under
this agreement, Heinz has an option to sell and we have an option to purchase
all of our common stock owned by Heinz. Heinz has sold to us all 6,719,254
shares of our common stock held by it for an aggregate purchase price of
$27.1 million.


                                       32

<Page>
    The balances under our senior credit facilities as of June 30, 2001 were
$243.7 million, consisting of a $70.8 million term loan A facility, a
$71.2 million term loan B facility, an $82.5 million transferable loan
certificate facility, a $19.2 million term loan D facility and a $45.0 million
revolving credit facility. As of June 30, 2001, $45.0 million was available
under the revolving credit facility for additional borrowings. The term loan A
facility matures on September 30, 2005, the term loan B facility matures on
September 30, 2006, the transferable loan certificate facility matures on
September 30, 2006, the term loan D facility matures on June 30, 2006 and the
revolving credit facility matures on September 30, 2005.

    The term loan A facility, the term loan B facility, the transferable loan
certificate facility, the term loan D facility and the revolving credit facility
bear interest, subject to performance based stepdowns applicable to the term
loan A facility and the revolving credit facility, at a rate equal to (a) in the
case of the term loan A facility and the revolving credit facility, LIBOR plus
1.75% or, at our option, the alternate base rate (as defined in the credit
facilities) plus 0.75%, (b) in the case of the term loan B facility and the
transferable loan certificate facility, LIBOR plus 4.00% or, at our option, the
alternate base rate plus 3.00% or (c) in the case of the term loan D facility,
LIBOR plus 3.25% or, at our option, the alternate base rate plus 2.25%. In
addition to paying interest on outstanding principal under the senior credit
facilities, we are required to pay a commitment fee to the lenders under the
revolving credit facility with respect to the unused commitments at a rate equal
to 0.50% per year.

    Our senior credit facilities contain covenants that restrict our ability to
incur additional indebtedness, pay dividends on and redeem capital stock and
make other restricted payments, including investments, sell our assets and enter
into consolidations, mergers and transfers of all or substantially all of our
assets. Our senior credit facilities also require us to maintain specified
financial ratios and satisfy financial condition tests. These tests and
financial ratios become more restrictive over the life of the senior credit
facilities.

    We issued $150.0 million in aggregate principal amount of senior
subordinated notes and E100.0 million in aggregate principal amount of senior
subordinated notes in connection with our acquisition by Artal Luxembourg. Our
senior subordinated notes mature in 2009 and bear interest at a rate of 13% per
annum. Our obligations under the notes are subordinate and junior in right of
payment to all of our existing and future senior indebtedness, including all
indebtedness under the senior credit facilities. The indentures, pursuant to
which the notes were issued, restrict our ability to incur additional
indebtedness, issue shares of disqualified stock and preferred stock, pay
dividends or make other restricted payments, including investments, create
limitations on the ability of our subsidiaries to pay dividends or make certain
payments to us, merge or consolidate with any other person or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of our
assets.

    In addition, we have one million shares of Series A Preferred Stock issued
and outstanding with a preference value of $25.0 million. Holders of the
Series A Preferred Stock are entitled to receive dividends at an annual rate of
6% payable annually in arrears. If there is a liquidation, dissolution or
winding up, the holders of shares of Series A Preferred Stock are entitled to be
paid out of our assets available for distribution to shareholders an amount in
cash equal to the $25 liquidation preference per share plus all accrued and
unpaid dividends prior to the distribution of any assets to holders of shares of
our common stock. Subject to the restrictions set forth in our debt instruments,
holders of our Series A Preferred Stock will have the right to cause us to
repurchase their shares upon completion of this offering. If we are required to
repurchase the Series A Preferred Stock, we expect that we would finance the
purchase with our available cash or borrowings under our revolving credit
facility.

    Our ability to fund our capital expenditure requirements, interest,
principal and dividend payment obligations and working capital requirements and
to comply with all of the financial covenants under our debt agreements depends
on our future operations, performance and cash flow. These are subject

                                       33
<Page>
to prevailing economic conditions and to financial, business and other factors,
some of which are beyond our control.

SEASONALITY

    Our business is seasonal, with revenues generally decreasing at year end and
during the summer months. Our advertising schedule supports the three key
enrollment-generating seasons of the year: winter, spring and fall. Due to the
timing of our marketing expenditures, particularly the higher level of
expenditures in the first quarter, our operating income for the second quarter
is generally the strongest, with the fourth quarter being the weakest.


    The following table summarizes our historical quarterly results of
operations for the periods indicated. We believe this presentation illustrates
the seasonal nature of our business.


<Table>
<Caption>
                                                              HISTORICAL QUARTER ENDED
                                   ------------------------------------------------------------------------------
                                                                            TWO MONTHS
                                                                              ENDED
                                   APRIL 29,     JULY 29,    OCTOBER 28,   DECEMBER 30,   MARCH 31,     JUNE 30,
                                      2000         2000         2000           2000          2001         2001
                                   ----------   ----------   -----------   ------------   ----------   ----------
                                   (14 weeks)   (13 weeks)   (13 weeks)     (9 weeks)     (13 weeks)   (13 weeks)
                                                                   (in millions)
<S>                                <C>          <C>          <C>           <C>            <C>          <C>
Revenues, net....................    $132.8       $103.1       $107.6         $62.5         $172.0       $162.3

Gross profit.....................      70.0         54.8         51.5          27.6           94.6         90.6

Marketing expenses...............      18.6          6.7         11.8           8.5           27.1         13.5
Selling, general and
  administrative expenses........      17.2         11.5         12.0           8.7           17.7         17.8
Operating income.................      34.2         36.6         27.7          10.4           49.8         59.3
Net income (loss)................      17.5         13.7         10.9          (9.6)          23.2         26.1
</Table>


    As a result of the Weighco acquisition, we believe the following table
summarizing our pro forma quarterly results of operations is more indicative of
the impact of seasonality on our business than our historical quarterly results
of operations.



<Table>
<Caption>
                                                        PRO FORMA QUARTER ENDED
                                   -----------------------------------------------------------------   HISTORICAL
                                                                            TWO MONTHS                  QUARTER
                                                                              ENDED                      ENDED
                                   APRIL 29,     JULY 29,    OCTOBER 28,   DECEMBER 30,   MARCH 31,     JUNE 30,
                                      2000         2000         2000           2000          2001         2001
                                   ----------   ----------   -----------   ------------   ----------   ----------
                                   (14 weeks)   (13 weeks)   (13 weeks)     (9 weeks)     (13 weeks)   (13 weeks)
                                                                   (in millions)
<S>                                <C>          <C>          <C>           <C>            <C>          <C>
Revenues, net....................    $145.4       $116.1       $120.6         $69.8         $173.8       $162.3

Gross profit.....................      77.9         62.1         58.8          31.9           95.9         90.6

Marketing expenses...............      20.1          7.4         12.8           8.8           27.4         13.5
Selling, general and
  administrative expenses........      20.1         14.3         14.9          10.6           17.9         17.8
Operating income.................      37.8         40.3         31.2          12.5           50.6         59.3
Net income (loss)................      18.4         14.5         11.6          (9.2)          23.5         26.1
</Table>


    Effective April 30, 2000, we changed our fiscal year end from the last
Saturday in April to the Saturday closest to December 31. As a result of the
change in our reporting period, beginning in 2001, we believe that our first
quarter will typically have the highest revenue, followed by the second, third
and fourth quarters, respectively.

                                       34
<Page>
ACCOUNTING STANDARDS

    In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 and 142, "Business Combinations"
("SFAS 141") and "Goodwill and Other Intangible Assets" ("SFAS 142"),
respectively. SFAS 141 requires that all business combinations initiated after
June 30, 2001 be accounted for by the purchase method of accounting. SFAS 142
specifies that goodwill and indefinite lived intangible assets will no longer be
amortized but instead will be subject to annual impairment testing. We will
adopt SFAS 142 on December 30, 2001. We are currently evaluating the effect that
implementation of the new standards will have on our financial position, results
of operations and cash flows.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    We are exposed to foreign currency fluctuations and interest rate changes.
Our exposure to market risk for changes in interest rates relates to the fair
value of long-term fixed rate debt and interest expense of variable rate debt.
We have historically managed interest rates through the use of, and our
long-term debt is currently composed of, a combination of fixed and variable
rate borrowings. Generally, the fair market value of fixed rate debt will
increase as interest rates fall and decrease as interest rates rise.

    Based on the overall interest rate exposure on our fixed rate borrowings at
June 30, 2001, a 10% change in market interest rates would have less than a 5%
impact on the fair value of our long-term debt. Based on variable rate debt
levels at December 30, 2000, a 10% change in market interest rates would have
less than a 5% impact on our interest expense, net.

    Other than intercompany transactions between our domestic and foreign
entities and the portion of our senior subordinated notes which are denominated
in euros, we generally do not have significant transactions that are denominated
in a currency other than the functional currency applicable to each entity.

    We enter into forward and swap contracts to hedge transactions denominated
in foreign currencies to reduce the currency risk associated with fluctuating
exchange rates. These contracts are used primarily to hedge certain intercompany
cash flows and for payments arising from some of our foreign currency
denominated obligations. Realized and unrealized gains and losses from these
transactions are included in net income for the period.

    Fluctuations in currency exchange rates may also impact our shareholders'
equity. The assets and liabilities of our non-U.S. subsidiaries are translated
into U.S. dollars at the exchange rates in effect at the balance sheet date.
Revenues and expenses are translated into U.S. dollars at the weighted average
exchange rate for the period. The resulting translation adjustments are recorded
in shareholders' equity as accumulated other comprehensive income (loss). In
addition, fluctuations in the value of the euro will cause the U.S. dollar
translated amounts to change in comparison to prior periods. Furthermore, we
revalue our outstanding senior subordinated euro notes at the end of each
period, and the resulting change in value will be reflected in the income
statement of the corresponding period.

    Each of our subsidiaries derives revenues and incurs expenses primarily
within a single country, and consequently, does not generally incur currency
risks in connection with the conduct of normal business operations.

    We use foreign currency forward contracts to more properly align the
underlying sources of cash flow with our debt servicing requirements. At
June 30, 2001, we had long-term foreign currency forward contracts receivable
with notional amounts of $44.0 million and L76.0 million offset by foreign
currency forward contracts payable with notional amounts of L59.2 million and
$21.9 million.

                                       35
<Page>
                                    INDUSTRY

OVERVIEW

    The number of overweight and obese people worldwide has been increasing due
to improving living standards and changing eating patterns, as well as
increasingly sedentary lifestyles. The World Health Organization has reported
that the world's population is becoming overweight at a rapid pace. According to
the organization, in 2000, over one billion people worldwide were overweight and
there exists an urgent need to deal with this problem. In the United States, the
proportion of U.S. adults who are overweight has increased from 47% to 61% over
the last 20 years, and approximately 52 million Americans are currently dieting.
The following table sets forth the percentage of overweight adults in the
countries indicated.

                        PERCENTAGE OF OVERWEIGHT ADULTS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<Table>
<Caption>
UNITED STATES   61%
<S>             <C>
Germany         60%
United Kingdom  59%
Australia       58%
Spain           54%
Brazil          36%
</Table>

    SOURCES: NATIONAL HEALTH AND EXAMINATION SURVEY, 1999; ADIPOSITAS LEITLINIE
    FUR DEN BEHANDELNDEN ARZT, 1997; FACTS PACK, 1998; NATIONAL NUTRITION
    SURVEY, 1995; DOSSIER DE LA PRENSA, 2000; AND THE WORLD HEALTH ORGANIZATION,
    1997, RESPECTIVELY.

    This growing population of overweight people, motivated by both their desire
to improve their appearance and their increasing awareness of the health risks
associated with being overweight, is fueling the growth in demand for
weight-loss programs. According to the National Institutes of Health, the
economic cost of overweight and obesity in the United States was approximately
$100 billion in 1995. Demand for weight-loss programs is also growing as a
result of:

    - greater awareness that achieving and maintaining a healthy weight will
      reduce the risk of serious medical problems and significantly improve the
      quality of life;

    - the recognition that drugs are not an effective stand-alone remedy and may
      have undesirable side effects; and

    - an increasing willingness of employers to promote and contribute towards
      the cost of weight-loss programs.

    Weight control problems are affecting more children as well. The number of
overweight youths has more than doubled during the past 20 years. Currently,
over 13% of American children and teens are classified as overweight.

WEIGHT AND HEALTH CORRELATION

    Being overweight is the second leading cause of preventable death in the
United States. In addition, numerous diseases, including heart disease, high
blood pressure and type II diabetes, are associated with being overweight or
obese. According to The World Health Organization, there is strong evidence that
weight loss reduces the risk of developing many of these diseases and benefits
those patients already diagnosed with the conditions. The prevalence of disease,
particularly cardiovascular disease, among overweight people increases with age.

                                       36
<Page>
COMPETITION

    The weight-loss market includes commercial weight-loss programs, self-help
weight-loss products, Internet-based weight-loss products, dietary supplements,
weight-loss services administered by doctors, nutritionists and dieticians and
weight-loss drugs. Competition among commercial weight-loss programs is largely
based on program recognition and reputation and the effectiveness, safety and
price of the program.

    The following chart sets forth the diet attempts by method used by U.S.
adults in 2000:

                               U.S. DIET ATTEMPTS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<Table>
<Caption>
     MEAL REPLACEMENTS       7%
<S>                          <C>
Commercial
Programs*
7%                            7%
Doctor/Health Professionals  11%
Other                         4%
Self-help                    71%
</Table>

    SOURCE: 2000 GALLUP STUDY

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

    * Includes group education and pre-packaged meal-based commercial
weight-loss programs.

    In the United States, we compete with several other companies in the
commercial weight-loss industry, although we believe our businesses are not
comparable. For example, many of our competitors' businesses are based on the
sale of pre-packaged meals and meal replacements, while our classes use group
support, education and behavior modification to help members change their eating
habits, in conjunction with a flexible diet that allows our members the freedom
to choose what they eat. Companies that sell pre-packaged meal programs, such as
Jenny Craig, have for the most part experienced declining revenues. In addition
to the lack of variety and the inflexible nature of pre-packaged meals, these
weight-loss programs are expensive because of the premiums charged for the
meals.

    There are no significant group education-based competitors in any of our
major markets, except in the United Kingdom. Even there, we have a 50% market
share and approximately twice the revenues of our largest competitor, Slimming
World, our competitor since the 1960s.

                                       37
<Page>
                                    BUSINESS

OVERVIEW

    We are a leading global branded consumer company and the leading provider of
weight-loss services in 27 countries around the world. Our programs help people
lose weight and maintain their weight loss and, as a result, improve their
health, enhance their lifestyles and build self-confidence. At the core of our
business are weekly meetings, which promote weight loss through education and
group support in conjunction with a flexible, healthy diet. Each week, more than
one million members attend approximately 37,000 Weight Watchers meetings, which
are run by over 13,000 classroom leaders. Our classroom leaders teach, inspire,
motivate and act as role models for our members.

    We conduct our business through a combination of company-owned and franchise
operations, with company-owned operations accounting for approximately 67% of
total worldwide attendance in the first six months of 2001. In the 1960's we
pursued an aggressive franchising strategy with respect to our classroom
operations to rapidly grow our geographic presence and build market share. We
believe that our early franchising strategy was very effective in establishing
our brand as the world's leading weight-loss program.

    We have experienced strong growth in sales and profits over the last five
years since we made the strategic decision to re-focus our meetings exclusively
on our group education approach. We discontinued the in-meeting sale of
pre-packaged meals, added in 1990 in NACO by our previous owner, Heinz. We also
modernized our diet to adapt it to contemporary lifestyles. Through these
initiatives, combined with our strengthened management and strategic focus since
our acquisition by Artal Luxembourg, we have grown our attendance.

    The following table sets forth our NACO operations and international
attendance for the 1997, 1998, 1999 and 2000 fiscal years and the twelve months
ended April 28, 2001.

                     ATTENDANCE IN COMPANY-OWNED OPERATIONS
                                 (in millions)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Classroom attendance in millions

<Table>
<Caption>
                                    NACO OPERATIONS   INTERNATIONAL
<S>                                 <C>                  <C>   <C>
Fiscal Year 1997                          15.1            7.8  22.9
Fiscal Year 1998                          17.8            8.4  26.2
Fiscal Year 1999                          18.9           10.9  29.8
Fiscal Year 2000                          20.1           13.2  33.3
Twelve months ended April 28, 2001        22.4           15.1  37.5
</Table>

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

*   Attendance for the twelve months ended April 28, 2001 does not include
    Weighco attendance.

    Our members typically enroll to attend consecutive weekly meetings and have
historically demonstrated a consistent re-enrollment pattern across many years.
Historically, in our NACO operations:

    - our members attend an average of 8 to 10 weekly sessions in an enrollment
      cycle;

    - approximately 75% of returning members re-enroll at least one more time in
      the future; and

    - since 1991, our members have enrolled in an average of four separate
      enrollment cycles.

                                       38
<Page>
    We believe that our members' repeat enrollment and attendance patterns and
our large existing member base together with our growth in first-time members
represent strong potential for future growth.

MARKET OPPORTUNITY

    The large and growing global weight-loss market provides us with significant
growth potential. In addition, we also believe that we can increase the
penetration rate of our target demographic market of overweight women, ages 25
to 64, in our existing major markets as well as in our less developed markets.

    The following chart illustrates our level of penetration of our target
market, women ages 25 to 64, with a body mass index greater than 25 in 2000:

              OUR TARGET MARKET PENETRATION IN SELECTED COUNTRIES

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Percent Penetration in 2000

<Table>
<Caption>
    SPAIN       LESS THAN 0.1%
<S>             <C>
Denmark                   0.1%
Germany                   0.9%
Netherlands               1.4%
Switzerland               1.7%
France                    3.2%
Belgium                   3.6%
Australia                 7.2%
United States             7.3%
New Zealand               7.6%
Finland                  10.0%
United Kingdom           10.9%
Sweden                   13.4%
</Table>

Relative Size of Target Market

    In the United Kingdom, the penetration rate of our target demographic group
by all education-based commercial weight-loss programs now exceeds 20%. We
believe that this demonstrates potential for significant increases in
penetration in our other markets. Since we do not face significant group
education competitors outside the United Kingdom, we believe that we are best
positioned to capture this growth.

    We also believe that we have significant long-term growth opportunities in
countries where we have established a meeting infrastructure but our market
penetration rates are relatively low. For example, in Germany, we have grown our
attendance by over 60% in the twelve months ended June 30, 2001, while still
penetrating less than 2% of our target market.

    We have demonstrated the ability to enter new markets as our program has
proven adaptable in 27 countries. We customize our program for each geographic
setting by tailoring the program for the local language, culture and food
preferences. We believe that our international success proves that our core
weight-loss program is effective worldwide and have recently begun operations in
Spain and Denmark.

    We also believe that we can expand our customer base by developing new
products and services designed to meet the needs of a broader audience. For
example, while approximately 95% of our current

                                       39
<Page>

members are women, we are actively researching and developing new products
and services that are intended to have a greater appeal to men.

OUR BILLION DOLLAR BRAND

    WEIGHT WATCHERS is the leading global weight-loss brand with retail sales of
over $1.5 billion in 2000, including licensees and franchisees. Currently, over
97% of U.S. women recognize the WEIGHT WATCHERS brand. In addition, our program
is the most widely recommended weight-loss program by U.S. doctors. Our
credibility is further enhanced by the endorsement of the U.S. Department of
Agriculture.

    We have built our business and brand on the following core principles:


<Table>
<S>                               <C>
    - Effective                   CLINICALLY PROVEN

    - Healthy                     MEDICALLY RECOMMENDED

    - Supportive                  HELPING MEMBERS HELP EACH OTHER

    - Flexible                    COMPATIBLE WITH MODERN LIFESTYLES

    - Balanced                    NOT JUST A DIET, AN APPROACH TO LIFE
</Table>


WEIGHT WATCHERS MEETINGS

    We present our program in a series of weekly classes of approximately one
hour in duration. Classes are conveniently scheduled throughout the day.
Typically, we hold classes in either meeting rooms rented from civic or
religious organizations or in leased locations.

    In our classes, our leaders present our program, which combines group
support and education about healthy eating patterns, behavior modification and
physical activity with our scientifically developed diet. Our more than 13,000
classroom leaders run our meetings and educate members on the process of
successful and sustained weight loss. Our leaders also provide inspiration and
motivation for our members and are examples of our program's effectiveness
because they have lost weight and maintained their weight loss on our program.

    Classes typically begin with registration and a confidential weigh-in to
track each member's progress. Leaders are trained to engage the members at the
weigh-in to talk about their weight control efforts during the previous week and
to provide encouragement and advice. Part of the class is educational, where the
leader uses personal anecdotes, games or open questions to demonstrate some of
our core strategies of weight-loss, such as self-belief and discipline. For the
remainder of the class, the leader focuses on a variety of topics pre-selected
by us, such as seasonal weight-loss topics, achievements people have made in the
prior week and celebrating and applauding successes. Members who have reached
their weight goal are singled out for their accomplishment. Discussions can
range from dealing with a holiday office party to making time to exercise. The
leader encourages substantial class participation and discusses supporting
products and materials as appropriate. At the end of the class, new members are
given special instruction in our current diet.

    Our leaders help set a member's weight goal within a healthy range by using
a body mass index. When members reach their weight goal and maintain it for six
weeks, they achieve lifetime member status. This gives them the privilege to
attend our meetings free of charge as long as they maintain their weight within
a certain range. Successful members also become eligible to apply for positions
as classroom leaders. Field management and current leaders constantly identify
new leaders as members with strong interpersonal skills, personality and
communication skills. Leaders are usually paid on a commission basis.

                                       40
<Page>
    Our AT WORK program addresses the weight-loss needs of working people by
holding classes at their place of employment. AT WORK is particularly popular in
the United States as employees, and increasingly employers, are receptive to our
classes in the work place. In many cases, employers subsidize employee
participation and typically provide meeting space without charge. In 2000,
approximately 10% of NACO attendance was through our AT WORK meetings.

OUR APPROACH

    Our approach has always been based on four core elements:

    - Group support

    - Behavior modification

    - Diet

    - Exercise

GROUP SUPPORT

    The group support system remains the cornerstone of our classes. Members
provide each other support by sharing their experiences and their encouragement
and empathy with other people enduring similar weight-loss challenges. This
group support provides the reassurance that no one must overcome their
weight-loss challenges alone. Group support assists members in dealing with
issues such as depression-eating and habitual-eating behaviors. We facilitate
this support through interactive meetings that encourage learning through group
activities and discussions.

BEHAVIOR MODIFICATION

    Behavior modification and education on eating habits have also always been
key elements of our program. We use motivation, education and support to help
members manage their weight and to change their habits. Discussions on topics
such as staying motivated, how to avoid overeating and managing stress offer
members valuable insight on how to stay on our program while dealing with the
realities of everyday life. Our U.S. members also currently learn "Tools for
Living," a program of eight fundamental goal-setting and motivational
principles. In addition, our U.S. members currently receive a booklet titled
"Managing Your Weight From the Inside Out" that teaches members how to develop a
positive mind-set about weight control, new approaches to problem solving and
specific ideas for handling some of the most common weight-loss issues. Our
international members learn similar principles and receive similar publications.

DIET

    Our diets allow our members to eat regular meals instead of pre-packaged
meals. By giving members the freedom to choose what they eat, our diets are
flexible and adjusted to modern lifestyles. In order to keep our diets at the
forefront of weight-loss science, each is designed in consultation with doctors
and other scientific advisors. We continually strive to improve our diets by
periodically testing, then introducing, new features.

    Our current diets feature the POINTS system, which assigns each food a
POINTS value based on its nutritional content. Members are given a daily POINTS
goal to use on whatever combination of food they prefer so long as the total
does not exceed the goal. While no food is forbidden, our POINTS-based diets
encourage members to eat a wide variety of foods in amounts that promote healthy
weight loss. Our diets help members choose foods that are low in fat, high in
complex carbohydrates and moderate in protein. We customize our diets from
country to country in order to suit local tastes, as well as package labeling
differences between countries. Our current U.S. diet,

                                       41
<Page>
WINNING POINTS, allows members to carry-back or carry-forward unused POINTS and
thus gives members the flexibility to participate in special occasions and
special meals. Our current U.K. diet is branded PURE POINTS, and our current
diet in Continental Europe is marketed as THE POINTS PLAN.

EXERCISE

    Exercise is an important component of weight loss and our overall program to
lose weight. Our classroom leaders emphasize the importance of exercise to
weight loss and to leading a healthy, balanced lifestyle. In addition, our
WINNING POINTS diet promotes exercise by granting members additional POINTS for
their diet based on the type and amount of exercise in which they engage. Our
U.S. members currently receive THE WEIGHT WATCHERS ACTIVITY GUIDE, which is
designed to promote exercise and activity outside of the classroom. It is
consistent with the recommendations for physical activity outlined by both the
Center for Disease Control and Prevention and the American College of Sports
Medicine. International members receive similar information.

ADDITIONAL DELIVERY METHODS

    We have developed additional delivery methods for people who, either through
circumstance or personal preference, do not attend our classes. For example, we
have developed program cookbooks and an AT HOME self-help product that provide
information on our diet and guidance on weight loss, as well as CD-ROM versions
of our diet for the United Kingdom, Continental Europe and Australia.

    Our affiliate and licensee, WeightWatchers.com, recently introduced in the
United States WEIGHT WATCHERS ONLINE, an online paid subscription product. This
product offers information on WINNING POINTS, POINTS values, content on various
weight-loss subjects, professionally-developed low-POINTS recipes and weekly
meal plans for different POINTS ranges. In addition, WEIGHT WATCHERS ONLINE
provides an online journal, an online POINTS calculator, a recipe POINTS
calculator, a weight tracker and progress charts and preprogrammed messages to
help subscribers achieve their weight-loss goals. This product targets self-help
dieters.

PRODUCT SALES

    We sell a range of proprietary products, including snack bars, books,
CD-ROMS and POINTS calculators, that is consistent with our brand image. We sell
our products primarily through our classroom operations and to our franchisees.
In 2000, sales of our proprietary products represented 26% of our revenues, up
from 11% in fiscal 1997. We have grown our product sales per attendance by
focusing on a core group of products that complement the Weight Watchers
program. We intend to continue to optimize our product offerings by updating
existing products and selectively introducing new products.

<Table>
<S>                                   <C>                                    <C>
             [picture]                             [picture]                              [picture]

             Snack Bars                            Cookbooks                          POINTS Calculators
</Table>

                                       42
<Page>
FRANCHISE OPERATIONS


    We have enjoyed a mutually beneficial relationship with our franchisees over
many years. In our early years, we used an aggressive franchising strategy to
quickly establish a meeting infrastructure throughout the world to pre-empt
competition. After buying back a significant number of our franchisees, our
franchised operations represented approximately 33% of our total worldwide
attendance for the six months ended June 30, 2001. We estimate that, in 2000,
these franchised operations attracted attendance of over 21 million. Franchisees
typically pay us a fee equal to 10% of their meeting fee revenues.


    Our franchisees are responsible for operating classes in their territory
using the program we have developed. We provide a central support system for the
program and our brand. We also produce and sell program and marketing materials
to the franchisees. Franchisees also purchase products from us at wholesale
prices for resale directly to members. Franchisees are obligated to adhere
strictly to our program content guidelines, with the freedom to control pricing,
meeting locations, operational structure and local promotions. Franchisees
provide local operational expertise, advertising and public relations.
Franchisees are required to keep accurate records that we audit on a periodic
basis. Most franchise agreements are perpetual and can be terminated only upon a
material breach or bankruptcy of the franchisee.

    We do not intend to award new franchise territories. From time to time we
repurchase franchise territories.

LICENSING

    As a highly recognized global brand, WEIGHT WATCHERS is a powerful marketing
tool for us and for third parties. We currently license the WEIGHT WATCHERS
brand in certain categories of food, apparel, books and other products. We
believe there are opportunities to further capitalize on the strength of our
brand and the loyalty of our members by more aggressively licensing our brand
while maintaining its integrity.

    During the period that Heinz owned our company, it developed a number of
food product lines under the WEIGHT WATCHERS brand, with hundreds of millions of
dollars of retail sales, mostly in the United States and in the United Kingdom.
Heinz, however, did not actively license the WEIGHT WATCHERS brand to other food
companies. Heinz has retained a perpetual royalty-free license to continue using
our brand in its core food categories. In addition, Heinz still continues to
receive royalty payments of over $4 million per year from an existing portfolio
of third-party licenses for various food products outside of Heinz's core
categories. After 2004, these royalty payments will be payable to us, although
we have the right to acquire them sooner.

    We have begun focusing on proactively developing new licensing opportunities
with a number of food companies and have hired a general manager to focus
exclusively on this area. We also expect to generate royalties from our
affiliate and licensee, WeightWatchers.com, which has recently developed two
Internet-based paid subscription products.

                                       43
<Page>
MARKETING AND PROMOTION

MEMBER REFERRALS

    An important source of new members is through word-of-mouth generated by our
current and former members. Over our 40-year operating history, we have created
a powerful referral network of loyal members. These referrals, combined with our
strong brand and the effectiveness of our program, enable us to efficiently
attract new and returning members.

MEDIA ADVERTISING

    Our advertising enhances our brand image and awareness and motivates both
former members and potential new members to join our program. Our advertising
schedule supports the three key enrollment-generating diet seasons of the year:
winter, spring and fall. We allocate our media advertising on a market-by-market
basis, as well as by media vehicle (television, radio, magazines and
newspapers), taking into account the target market and the effectiveness of the
medium.

DIRECT MAIL

    Direct mail is a critical element of our marketing because it targets
potential returning members. We maintain a database of current and former
members, which we use to focus our direct mailings. During 2000 our NACO
operations sent over eight million pieces of direct mail. Most of these mailings
are timed to coincide with the start of the diet seasons. Direct mail generally
consists of special offers encouraging former members to re-enroll and related
advertisements.

PRICING STRUCTURE AND PROMOTIONS

    Our most popular payment structure is a "pay-as-you-go" arrangement.
Typically, a new member pays an initial registration fee and then a weekly fee
for each class attended, although free registration is often offered as a
promotion. Our LIBERTY/LOYALTY payment plan provides members with the option of
committing to consecutive weekly attendance with a lower weekly fee with
penalties for missed classes or paying a higher weekly fee without the missed
meeting penalties. We also offer discounted prepayment options.

PUBLIC RELATIONS AND CELEBRITY ENDORSEMENTS

    The focus of our public relations efforts is through our current and former
members who have successfully lost weight on our program. Classroom leaders and
successful members engage in local promotions, information presentations and
charity events to promote WEIGHT WATCHERS and demonstrate the program's
efficacy.

    For many years we have also used celebrities to promote and endorse the
program. Since 1997, we have retained Sarah Ferguson, the Duchess of York, to
promote and endorse the program in North America. Prior to the Duchess, we used
Kathleen Sullivan and Lynn Redgrave as our North American celebrity
spokespersons. We also use local celebrities to promote our program in other
countries.

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<Page>
WEIGHT WATCHERS MAGAZINE

    WEIGHT WATCHERS MAGAZINE is an important branded marketing channel which is
experiencing strong growth. We re-acquired the rights to publish the magazine in
February 2000. Since its U.S. re-launch in March 2000, circulation has grown
from zero to over 500,000 in August 2001, and the magazine has a readership of
over two million. In addition to generating revenues from subscription sales and
advertising, WEIGHT WATCHERS MAGAZINE reinforces the value of our brand and
serves as an important marketing tool to non-members.

                                     [LOGO]

WEIGHTWATCHERS.COM

    Our affiliate and licensee, WeightWatchers.com, runs the WEIGHT WATCHERS
website which is an important global promotional channel for our brand and
businesses. The website contributes value to our classroom business by promoting
our brand, advertising Weight Watchers classes and keeping members involved with
the program outside the classroom through useful offerings, such as a meeting
locator, low calorie recipes, weight-loss news articles, success stories and
on-line forums. Over 70,000 searches per week are conducted on the meeting
locator, which helps consumers find the times and locations of Weight Watchers
meetings near them. WeightWatchers.com now generates over 60 million page views
and attracts over three million visits per month.

    In the United States, WeightWatchers.com recently introduced two online paid
subscription products, WEIGHT WATCHERS ETOOLS and WEIGHT WATCHERS ONLINE. WEIGHT
WATCHERS ETOOLS is designed to supplement and strengthen the Weight Watchers
classroom business. WEIGHT WATCHERS ETOOLS is a suite of electronic tools
available only to Weight Watchers members designed to help them achieve greater
success by making it even easier to follow WINNING POINTS and by reinforcing our
weight-loss approach between meetings. WEIGHT WATCHERS ONLINE is a self-help
product based on our current diet designed to attract consumers who cannot or
choose not to attend Weight Watchers meetings. We believe that WEIGHT WATCHERS
ONLINE will increase the popularity of our brand among dieters and strengthen
our brand in the entire weight-loss market.

    Under our agreement with WeightWatchers.com, we granted it an exclusive
license to use our trademarks, copyrights and domain names on the Internet in
connection with its online weight-loss business. The license agreement provides
us with control of how our intellectual property is used. In particular, we have
the right to approve WeightWatchers.com's e-commerce activities, strategies and
operational plans, marketing programs, privacy policy and materials publicly
displayed on the Internet.

                                       45
<Page>
    We own 19.8% of WeightWatchers.com, or 38.1% on a fully diluted basis
(including the exercise of all options and all warrants), and beginning in
January 2002, we will receive royalties of 10% of WeightWatchers.com's net
revenues.

ENTREPRENEURIAL MANAGEMENT

    We run our company in a decentralized and entrepreneurial manner that allows
us to develop and test new ideas on a local basis and then implement the most
successful ideas across our network. We believe local country and regional
managers are best able to develop new strategies and programs to meet the needs
of their markets. For example, local managers in the United Kingdom were
responsible for developing our POINTS-based diet. Local managers have also
developed many of our customized pricing strategies such as the LIBERTY/LOYALTY
plan, which started in France. In addition, many of our classroom products have
been developed locally and then been introduced successfully in other countries.
Local managers have strong incentives to adopt and implement the best practices
of other regions and to continue to develop innovative new programs.

HISTORY

EARLY DEVELOPMENT

    In 1961, Jean Nidetch, the founder of our company, attended a New York City
obesity clinic and took what she learned from her personal experience at the
obesity clinic and began weight-loss meetings with a group of her overweight
friends in the basement of a New York apartment building. Under Ms. Nidetch's
leadership, the group members supported each other in their weight-loss efforts,
and word of the group's success quickly spread. Ms. Nidetch and Al and Felice
Lippert, who all successfully lost weight, formally launched Weight Watchers.

HEINZ OWNERSHIP

    Recognizing the power of the WEIGHT WATCHERS brand, Heinz acquired us in
1978 in large part to acquire the rights to our name for its food business.
Through the 1980s, we operated autonomously under Heinz, maintaining our group
education focus, and our business continued to grow.

    In 1990, Heinz altered our successful model by introducing the sale of
pre-packaged meals through our NACO operations in response to the initial
success then experienced by some of our competitors who focused on meal
replacements. These changes forced our classroom leaders to become food sales
people and retail managers for food products, detracting from their function as
role models and motivators for our members. This caused a significant drop in
customer satisfaction and employee morale, and attendance in our NACO operations
declined. Prior to the introduction of pre-packaged meals in fiscal 1990, annual
attendance in our NACO operations was 12.9 million, but by fiscal 1997,
attendance had dropped to 7.8 million. The introduction of pre-packaged meals
also forced us to lease large fixed centers that could accommodate freezer
cases, and the reduction in attendance combined with our increased fixed costs
caused NACO's operating profit margin to decline from over 30% in fiscal 1989 to
an operating loss in fiscal 1997. In contrast, in our international operations
where the pre-packaged meals sales strategy was not implemented, our attendance
remained stable until fiscal 1997 and our international business remained
profitable. As we focused our NACO operations on promoting and selling our
pre-packaged meals, our centrally-developed diets became outdated as they still
focused on helping members prepare home-cooked meals. At the same time, more
women entered the workplace and preferred to buy ready-to-eat groceries,
including low-fat or low-calorie foods that became widely available in
supermarkets in the 1990s.

    In 1995, we shifted to a more decentralized management approach, allowing
the management of our international operations to develop local business
strategies and diet innovations. This approach was successful and by 1996 our
international growth began to accelerate. Beginning in 1997, we

                                       46
<Page>
restructured our NACO operations by eliminating the pre-packaged meals program
from our classroom operations, improving customer service, restoring employee
morale and introducing a POINTS-based diet. Following this return to our core
program approach in the United States, we have moved from a fixed cost structure
back to a variable cost structure and grown attendance in our NACO operations by
over 83% from 7.8 million in fiscal 1997 to 14.3 million in 2000.

ARTAL OWNERSHIP


    In September 1999, Artal Luxembourg acquired us from Heinz. Following the
acquisition, our senior management team was reorganized, key employees invested
over $4 million in our company and a new performance-based stock option plan was
put in place. The Invus Group, Ltd. is the exclusive investment advisor of Artal
Luxembourg and has extensive experience with branded consumer businesses,
including the turnaround of the Keebler Foods Company.


REGULATION AND LITIGATION

    A number of laws and regulations govern our advertising, franchise
operations and relations with consumers. The FTC and certain states regulate
advertising, disclosures to consumers and franchisees and other consumer
matters. Our customers may file actions on their own behalf, as a class or
otherwise, and may file complaints with the FTC or state or local consumer
affairs offices and these agencies may take action on their own initiative or on
a referral from consumers or others.

    During the mid-1990s, the FTC filed complaints against a number of
commercial weight-loss providers alleging violations of the Federal Trade
Commission Act by the use and content of advertisements for weight-loss programs
that featured testimonials, claims for program success and safety and statements
as to program costs to participants. In 1997, we entered into a consent order
with the FTC settling all contested issues raised in the complaint filed against
us. The consent order requires us to comply with certain procedures and
disclosures in connection with our advertisements of products and services but
does not contain any admission of guilt nor require us to pay any civil
penalties or damages.

    Our foreign operations and franchises are also generally subject to
regulations of the applicable country regarding the offer and sale of
franchises, the content of advertising and promotion of diet products and
programs. Future legislation or regulations, including legislation or
regulations affecting our marketing and advertising practices, relations with
consumers or franchisees or our food products, could have an adverse impact on
us.

    We are involved in legal proceedings incidental to our business. Although
the outcome of these matters cannot be predicted with certainty, our management
believes that none of these matters will have an adverse effect on our financial
condition, results of operations or cash flows.

EMPLOYEES AND SERVICE PROVIDERS

    As of June 30, 2001, we had approximately 32,600 employees and service
providers, of which 12,200 were located in the United States, 12,900 were
located in the United Kingdom, 3,300 were located in Continental Europe and
4,200 were located in Australia and New Zealand. 112 employees work full-time as
management and support personnel in our Woodbury, New York offices, 222
employees work full-time as management and support personnel at four regional
offices in our NACO operations, and 433 employees work full-time as management
and support personnel in our international operations. Within our company-owned
operations, approximately 8,800 service providers work part-time as leaders and
approximately 23,000 work part-time as receptionists worldwide. None of our
service providers or employees is represented by a labor union. We consider our
employee relations to be satisfactory.

                                       47
<Page>
PROPERTIES

    We are headquartered in Woodbury, New York in a leased office. Each of the
four NACO regions has a small regional office. The Woodbury lease expires in
2005, the Paramus, New Jersey lease expires in 2007, and the New York, New York
WEIGHT WATCHERS MAGAZINE lease expires in 2002. Our other North American office
leases are short-term. Each country operation also has one head office.

    We typically hold our classes in third-party locations (typically meeting
rooms in well-located civic or religious organizations or space leased in
shopping centers). As of June 30, 2001, there were approximately 2,400 NACO
meeting locations, including approximately 1,900 third-party locations and 500
retail centers. In the United Kingdom, there were approximately 4,200 meeting
locations, with approximately 97% in third-party locations. In Continental
Europe, there were approximately 2,800 meeting locations, with approximately 96%
in third-party locations. In Australia and New Zealand, there were approximately
1,100 meeting locations, with approximately 97% in third-party locations.

                                       48
<Page>
                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

    Set forth below are the names, ages as of June 30, 2001 and current
positions with us and our subsidiaries of our executive officers and directors.
Directors are elected at the annual meeting of shareholders. Executive officers
are appointed by, and hold office at, the discretion of the directors.

<Table>
<Caption>
NAME                                                   AGE                                    POSITION
----                                        --------------------------   ---------------------------------------------------
<S>                                         <C>                          <C>
Linda Huett...............................  56                           President and Chief Executive Officer, Director

Richard McSorley..........................  57                           Chief Operating Officer, NACO

Clive Brothers............................  47                           Chief Operating Officer, Europe

Scott R. Penn.............................  30                           Vice President, Australasia

Thomas S. Kiritsis........................  57                           Vice President, Chief Financial Officer

Robert W. Hollweg.........................  58                           Vice President, General Counsel and Secretary

Raymond Debbane(1)(2).....................  46                           Chairman of the Board

Jonas M. Fajgenbaum.......................  29                           Director

Sacha Lainovic(1).........................  44                           Director

Christopher J. Sobecki(2).................  43                           Director
</Table>

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

(1) Member of our compensation and benefits committee.

(2) Member of our audit committee.

    LINDA HUETT.  Ms. Huett has been the President and a director of our company
since September 1999. She became our Chief Executive Officer in December 2000.
Ms. Huett joined our company in 1984 as a classroom leader. Ms. Huett was
promoted to U.K. Training Manager in 1986. In 1990, Ms. Huett was appointed
Director of the United Kingdom operation and in 1993 was appointed Vice
President of Weight Watchers U.K. Ms. Huett graduated from Gustavas Adolphus
College and received her Masters in Theater from Yale University. Ms. Huett is
also a director of WeightWatchers.com, Inc.

    RICHARD MCSORLEY.  Mr. McSorley has served as our Chief Operating Officer
for North America since January 2001. From 1992 until our purchase of Weighco,
Mr. McSorley served in various capacities with Weighco Enterprises, Inc.,
including as President since 1995 and Chief Executive Officer since 1996.
Mr. McSorley received his B.A. degree from Villanova University, and an M.B.A.
from the University of Pittsburgh.

    CLIVE BROTHERS.  Mr. Brothers has served as our Chief Operating Officer for
Europe since February 2001. Mr. Brothers joined our company in 1985 as a
marketing manager in the United Kingdom. In 1990, Mr. Brothers was appointed
General Manager, France and was appointed Vice President, Continental Europe in
1993. Mr. Brothers received a B.A. from Leeds Polytechnic in England and a
diploma in Marketing from the Chartered Institute of Marketing.

    SCOTT R. PENN.  Scott Penn has been a Vice President of our Australasia
operations since September 1999. Mr. Penn joined our company in 1994 as a
Marketing Services Manager in Australia. In 1996, he was promoted to Group
Marketing Manager in Australia and in 1997 he was promoted to General
Manager--Marketing and Finance.

                                       49
<Page>
    THOMAS S. KIRITSIS.  Mr. Kiritsis has served as our Vice President, Chief
Financial Officer since joining our company in May 2000. From June 1994 to
April 2000, he was Senior Vice President of Finance of Olsten Corporation.
Mr. Kiritsis received a B.B.A. in Accounting from Hofstra University and is a
certified public accountant.

    ROBERT W. HOLLWEG.  Mr. Hollweg has served as our Vice President, General
Counsel and Secretary since January 1998. He joined our company in 1969 as an
Assistant Counsel in the law department. He transferred to the Heinz law
department subsequent to Heinz's acquisition of our company in 1978 and served
there in various capacities. He rejoined us after Artal Luxembourg acquired our
company in September 1999. Mr. Hollweg graduated from Fordham University and
received his Juris Doctor degree from Fordham University School of Law. He is a
member of the American and New York State Bar Associations and a former
President of the International Trademark Association.

    RAYMOND DEBBANE.  Mr. Debbane has been our Chairman of the Board of
Directors since our acquisition by Artal Luxembourg on September 29, 1999.
Mr. Debbane is a co-founder and President of The Invus Group, Ltd. Prior to
forming The Invus Group, Ltd. in 1985, Mr. Debbane was a manager and consultant
for The Boston Consulting Group in Paris, France. He holds an M.B.A. from
Stanford Graduate School of Business, an M.S. in Food Science and Technology
from the University of California, Davis and a B.S. in Agricultural Sciences and
Agricultural Engineering from American University of Beirut. Mr. Debbane is a
director of Artal Group, Ceres, Inc., Financial Technologies International Inc.
and Nellson Nutraceutical, Inc. Mr. Debbane is also the Chairman of the Board of
Directors of WeightWatchers.com, Inc. and served as a director of Keebler Foods
Company from 1996 to 1999.

    JONAS M. FAJGENBAUM.  Mr. Fajgenbaum has been a director of our company
since our acquisition by Artal Luxembourg on September 29, 1999. Mr. Fajgenbaum
is a Managing Director at The Invus Group, Ltd., which he joined in 1996. Prior
to joining The Invus Group, Ltd., Mr. Fajgenbaum was a consultant for
McKinsey & Company in New York from 1994 to 1996. He graduated with a B.S. from
the Wharton School of Business and a B.A. in Economics from the University of
Pennsylvania in 1994.

    SACHA LAINOVIC.  Mr. Lainovic has been a director of our company since our
acquisition by Artal Luxembourg on September 29, 1999. Mr. Lainovic is a
co-founder and Executive Vice President of The Invus Group, Ltd. Prior to
forming The Invus Group, Ltd. in 1985, Mr. Lainovic was a manager and consultant
for the Boston Consulting Group in Paris, France. He holds an M.B.A. from
Stanford Graduate School of Business and an M.S. in engineering from Insa de
Lyon in Lyon, France. Mr. Lainovic is a director of WeightWatchers.com, Inc.,
Financial Technologies International Inc., Nellson Nutraceutical, Inc. and
Unwired Australia Pty Limited, and also served as a director of Keebler Foods
Company from 1996 to 1999.

    CHRISTOPHER J. SOBECKI.  Mr. Sobecki has been a director of our company
since our acquisition by Artal Luxembourg on September 29, 1999. Mr. Sobecki, a
Managing Director of The Invus Group, Ltd., joined the firm in 1989. He received
an M.B.A. from Harvard Business School. He also obtained a B.S. in Industrial
Engineering from Purdue University. Mr. Sobecki is a director of
WeightWatchers.com, Inc., Nellson Nutraceutical, Inc., Financial Technologies
International Inc. and iLife, Inc. He also served as a director of Keebler Foods
Company from 1996 to 1998.

BOARD OF DIRECTORS

    Our board of directors is currently comprised of five directors. We expect
our board of directors to consist of nine members within twelve months of this
offering. We expect to add two independent members to our board of directors
within three months after the consummation of this offering and a third
independent member to our board of directors within 12 months after the
consummation of this offering.

                                       50
<Page>
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION PROGRAMS

    Our board of directors oversees the compensation programs of our company,
with particular attention to the compensation for our Chief Executive Officer
and the other executive officers. It is the responsibility of our board of
directors to review, recommend and approve changes to our compensation policies
and benefits programs, to administer our stock plans, including approving stock
option grants to executive officers and other stock option grants, and to
otherwise ensure that our compensation philosophy is consistent with the best
interests of our company and is properly implemented.

    Our compensation philosophy is to (a) provide a competitive total
compensation package that enables us to attract and retain key executive and
employee talent needed to accomplish our goals and (b) directly link
compensation to improvements in our company's financial and operational
performance.

    Total compensation is comprised of a base salary plus both cash and non-cash
incentive compensation, and is based on our financial performance and other
factors, and is delivered through a combination of cash and equity-based awards.
This approach results in overall compensation levels which follow our financial
performance.

    Our board of directors reviews each senior executive officer's base salary
annually. In determining appropriate base salary levels, consideration is given
to the officer's impact level, scope of responsibility, prior experience, past
accomplishments and data on prevailing compensation levels in relevant executive
labor markets.

    Our board of directors believes that granting stock options provides
officers with a strong economic interest in maximizing shareholder returns over
the longer term. We believe that the practice of granting stock options is
critical to retaining and recruiting the key talent necessary at all employee
levels to ensure our continued success.

    Our board of directors will continue to monitor our compensation program in
order to maintain the proper balance between cash compensation and equity-based
incentives and may consider further revisions in the future, although it is
expected that equity-based compensation will remain one of the principal
components of compensation.

COMMITTEES OF OUR BOARD OF DIRECTORS

    The standing committees of our board of directors will consist of an audit
committee and a compensation and benefits committee.

AUDIT COMMITTEE

    The principal duties of our audit committee are as follows:

    - to oversee that our management has maintained the reliability and
      integrity of our accounting policies and financial reporting and our
      disclosure practices;

    - to oversee that our management has established and maintained processes to
      assure that an adequate system of internal control is functioning;

    - to oversee that our management has established and maintained processes to
      assure our compliance with all applicable laws, regulations and corporate
      policy;

    - to review our annual and quarterly financial statements prior to their
      filing or prior to the release of earnings; and

                                       51
<Page>
    - to review the performance of the independent accountants and make
      recommendations to the board of directors regarding the appointment or
      termination of the independent accountants.

    The audit committee has the power to investigate any matter brought to its
attention within the scope of its duties and to retain counsel for this purpose
where appropriate.

    We plan to appoint two independent members of the audit committee within
three months following this offering and the third independent member within
twelve months after the consummation of this offering.

COMPENSATION AND BENEFITS COMMITTEE

    The principal duties of the compensation committee and benefits are as
follows:

    - to review key employee compensation policies, plans and programs;

    - to monitor performance and compensation of our employee-director, officers
      and other key employees;

    - to prepare recommendations and periodic reports to the board of directors
      concerning these matters; and

    - to function as the committee which administers the incentive programs
      referred to in "Executive Compensation" below.

COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    None of our executive officers has served as a director or member of the
compensation and benefits committee, or other committee serving an equivalent
function, of any entity of which an executive officer is expected to serve as a
member of our compensation and benefits committee.


CLASSES AND TERMS OF DIRECTORS



    Our board of directors is divided into three classes, as nearly equal in
number as possible, with each director serving a three-year term and one class
being elected at each year's annual meeting of shareholders. As of the date of
this prospectus, the following individuals are directors and will serve for the
terms indicated:



    Class 1 Directors (term expiring in 2002)



       Raymond Debbane



       Jonas M. Fajgenbaum



    Class 2 Directors (term expiring in 2003)



       Sacha Lainovic



       Christopher J. Sobecki



    Class 3 Director (term expiring in 2004)



       Linda Huett


EXECUTIVE COMPENSATION

    The following table sets forth for the twelve months ended December 30,
2000, and for the fiscal years ended April 29, 2000 and April 24, 1999, the
compensation paid to our President and Chief Executive Officer and to each of
the next four most highly compensated executive officers whose total annual
salary and bonus was in excess of $100,000.

                                       52
<Page>
                           SUMMARY COMPENSATION TABLE

<Table>
<Caption>
                                                                                           LONG-TERM
                                                                                         COMPENSATION
                                                                          -------------------------------------------
                                                                                            AWARDS
                                                                          -------------------------------------------
                                                                              SECURITIES UNDERLYING OPTIONS (NO.
                                                    TWELVE MONTH PERIOD                    AWARDED)
                                                       COMPENSATION       -------------------------------------------
                                                    -------------------    WEIGHT
NAME AND PRINCIPAL POSITION  TWELVE MONTHS ENDED     SALARY     BONUS     WATCHERS   WEIGHTWATCHERS.COM(4)   HEINZ(4)
---------------------------  -------------------    --------   --------   --------   ---------------------   --------
<S>                          <C>                    <C>        <C>        <C>        <C>                     <C>
Linda Huett                   December 30, 2000(3)  $236,565   $283,351   141,161                --               --
  President and               April 29, 2000         183,750    215,159   282,322            11,385               --
  Chief Executive Officer     April 24, 1999         138,574    219,435        --                --           40,000

Clive Brothers                December 30, 2000(3)   170,148    154,215        --                --               --
  Chief Operating Officer,    April 29, 2000         143,423    158,597   282,322            11,385               --
  Europe                      April 24, 1999         138,574    219,435        --                --           40,000

Scott R. Penn                 December 30, 2000(3)   124,758     78,059        --                --               --
  Vice President,             April 29, 2000          63,508     86,134   282,322            11,385               --
  Australasia                 April 24, 1999          47,756     18,600        --                --               --

Thomas S. Kiritsis(1)         December 30, 2000(3)   130,798    160,035   282,322            11,385               --
  Vice President and
  Chief Financial Officer

Robert W. Hollweg(2)          December 30, 2000(3)   142,510    100,013        --                --               --
  Vice President, General     April 29, 2000          70,500     67,349   282,322            11,385               --
  Counsel and Secretary

<Caption>

                                ALL OTHER
NAME AND PRINCIPAL POSITION  COMPENSATION(5)
---------------------------  ---------------
<S>                          <C>
Linda Huett                      $84,531
  President and                  288,905
  Chief Executive Officer             --
Clive Brothers                    29,639
  Chief Operating Officer,        12,908
  Europe                              --
Scott R. Penn                     28,484
  Vice President,                 15,930
  Australasia                     16,391
Thomas S. Kiritsis(1)             26,747
  Vice President and
  Chief Financial Officer
Robert W. Hollweg(2)              43,519
  Vice President, General         11,325
  Counsel and Secretary
</Table>


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

(1) Mr. Kiritsis joined our company on May 1, 2000.

(2) Mr. Hollweg rejoined our company in September 1999. Prior to that time, he
    was an employee of Heinz.

(3) Effective April 30, 2000, we changed our fiscal year end from the last
    Saturday in April to the Saturday closest to December 31. To accurately
    reflect annual compensation, the compensation reported for the twelve months
    ended December 30, 2000 has been derived from the compensation for the eight
    months ended December 30, 2000, plus the compensation for the four months
    ended April 29, 2000, except that we have not included the shares underlying
    the options issued in respect of WeightWatchers.com shares in the executive
    officer's compensation for the twelve months ended December 30, 2000 because
    this grant of options is reflected in the executive officer's compensation
    for the twelve months ended April 29, 2000. As a result, there is overlap in
    the compensation reported for the twelve months ended December 30, 2000 and
    the twelve months ended April 29, 2000.

(4) Awards of options with respect to shares of WeightWatchers.com common stock
    owned by us were made to the named executives under our WeightWatchers.com
    1999 Stock Incentive Plan of Weight Watchers International, Inc. and
    Subsidiaries. Awards of options with respect to Heinz common stock were made
    to the named executives under the Heinz 1996 Stock Option Plan prior to our
    acquisition by Artal Luxembourg from Heinz on September 29, 1999.

(5) Includes amounts contributed under our 401(k) savings plan and our
    non-qualified executive profit sharing plan of $61,642 for Ms. Huett,
    $10,394 for Mr. Brothers, $17,466 for Mr. Penn, $22,159 for Mr. Kiritsis and
    $32,575 for Mr. Hollweg. Includes contributions to the U.K. Pension Plan of
    $10,281 for Mr. Brothers. Also includes auto lease expense for named
    executives.


    In December 1999, our board of directors adopted the "1999 Stock Purchase
and Option Plan of Weight Watchers International, Inc. and Subsidiaries" under
which selected employees were afforded the opportunity to purchase shares of our
common stock and/or were granted options to purchase shares of our common stock.
The number of shares available for grant under this plan is 7,058,040 shares of
our authorized common stock. The following table sets forth information
regarding options granted during the twelve months ended December 30, 2000 to
the named executive officers under our stock purchase and option plan.


                                       53
<Page>
       WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES OPTION GRANTS
                 FOR THE TWELVE MONTHS ENDED DECEMBER 30, 2000


<Table>
<Caption>
                                                             INDIVIDUAL GRANTS
                                   ---------------------------------------------------------------------
                                                 PERCENT OF
                                                TOTAL OPTIONS
                                                 GRANTED TO
                                   NUMBER OF    EMPLOYEES IN
                                   SECURITIES   TWELVE MONTHS   EXERCISE OR
                                   UNDERLYING       ENDED       BASE PRICE                    GRANT DATE
                                    OPTIONS     DECEMBER 30,       (PER        EXPIRATION      PRESENT
NAME                               GRANTED(1)      2000(2)        SHARE)          DATE         VALUE(3)
----                               ----------   -------------   -----------   -------------   ----------
<S>                                <C>          <C>             <C>           <C>             <C>
Linda Huett......................   141,161          28.6%         $2.13      July 4, 2010     $138,600
Thomas S. Kiritsis...............   282,322          57.1%         $2.13      June 14, 2010    $279,000
</Table>


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

(1) Options were granted during the twelve months ended December 30, 2000 under
    the terms of our option plan. No options under the plan were exercised
    during the twelve months ended December 30, 2000. Options are exercisable
    based on vesting provisions outlined in the agreement.

(2) Percentage of total options granted are based on total grants made to all
    employees during the twelve months ended December 30, 2000.

(3) The estimated grant date's present value is determined using the
    Black-Scholes model. The adjustments and assumptions incorporated in the
    Black-Scholes model in estimating the value of the grants include the
    following: (a) the exercise price of the options equals the fair market
    value of the underlying stock on the date of grant; (b) an option term of
    10 years; (c) dividend yield and volatility of 0%; and (d) a risk free
    interest rate ranging from 6.20% to 6.26%. The ultimate value, if any, an
    optionee will realize upon exercise of an option will depend on the excess
    of the market value of our common stock over the exercise price on the date
    the option is granted.

    Under our 1999 Stock Purchase and Option Plan, we have the ability to grant
stock options, restricted stock, stock appreciation rights and other stock-based
awards. Generally, stock options granted under this plan vest and become
exercisable in annual increments over five years with respect to one-third of
options granted, and the remaining two-thirds of the options vest on the ninth
anniversary of the date the options were granted, subject to accelerated vesting
upon our achievement of certain performance targets. In any event, the options
that vest over five years automatically become fully vested upon the occurrence
of a change in control of our company.

    In April 2000, our board of directors adopted the "WeightWatchers.com Stock
Incentive Plan of Weight Watchers International, Inc. and Subsidiaries" pursuant
to which selected employees were granted options to purchase shares of
WeightWatchers.com common stock. The number of shares available for grant under
this plan is 400,000 shares of authorized common stock of WeightWatchers.com.
The following table sets forth information regarding options granted during the
twelve months ended December 30, 2000 to the named executive officers under the
WeightWatchers.com option plan.

                                       54
<Page>
                    WEIGHTWATCHERS.COM OPTION GRANTS FOR THE
                     TWELVE MONTHS ENDED DECEMBER 30, 2000

<Table>
<Caption>
                                                            INDIVIDUAL GRANTS
                                -------------------------------------------------------------------------
                                                PERCENT OF
                                               TOTAL OPTIONS
                                                GRANTED TO
                                NUMBER OF      EMPLOYEES IN
                                SECURITIES   THE TWELVE MONTHS   EXERCISE OR
                                UNDERLYING         ENDED         BASE PRICE                    GRANT DATE
                                 OPTIONS       DECEMBER 30,         (PER        EXPIRATION      PRESENT
NAME                            GRANTED(1)        2000(2)          SHARE)          DATE        VALUE (3)
----                            ----------   -----------------   -----------   -------------   ----------
<S>                             <C>          <C>                 <C>           <C>             <C>
Linda Huett...................    11,385            7.0%            $0.50      June 14, 2010     $2,619
Clive Brothers................    11,385            7.0%            $0.50      June 14, 2010     $2,619
Scott R. Penn.................    11,385            7.0%            $0.50      June 14, 2010     $2,619
Thomas S. Kiritsis............    11,385            7.0%            $0.50      June 14, 2010     $2,619
Robert W. Hollweg.............    11,385            7.0%            $0.50      June 14, 2010     $2,619
</Table>

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

(1) Options were granted during the twelve months ended December 30, 2000 under
    the terms of the option plan. Options are exercisable based on vesting
    provisions outlined in the agreement.

(2) Percentage of total options granted are based on total grants made to our
    employees during the twelve months ended December 30, 2000.

(3) The estimated grant date's present value is determined using the
    Black-Scholes model. The adjustments and assumptions incorporated in the
    Black-Scholes model in estimating the value of the grants include the
    following: (a) price paid per share of $0.50; (b) an option term of
    10 years; (c) dividend yield and volatility of 0%; and (d) a risk free
    interest rate of 6.26%. The ultimate value, if any, an optionee will realize
    upon exercise of an option will depend on the excess of the market value of
    WeightWatchers.com common stock over the exercise price on the date the
    option is granted.

    Under our WeightWatchers.com Stock Incentive Plan, we have the ability to
grant stock options, restricted stock, stock appreciation rights and other
stock-based awards on shares of WeightWatchers.com common stock. Generally,
stock options vest with respect to 25% of shares subject to the options on the
first anniversary of the date of grant, with the remaining 75% vesting annually
on a ratable basis over three years. These options are not exercisable until the
earlier to occur of (x) six months after the tenth anniversary of the date the
option was granted and (y) a public offering of WeightWatchers.com common stock
or a private sale of the stock in which an employee holding stock is entitled to
participate under the terms of the sale participation agreement entered into
with Artal Luxembourg.


    The following tables set forth the number and value of securities underlying
unexercised options held by each of our executive officers listed on the Summary
Compensation Table above as of the twelve months ended December 30, 2000. None
of our executive officers exercised any options in the twelve months ended
December 30, 2000, and we do not have any stock appreciation rights.


                                       55
<Page>

                             AGGREGATED OPTIONS/SAR
                      VALUES AS OF THE TWELVE MONTHS ENDED
                               DECEMBER 30, 2000



<Table>
<Caption>
                                                                       NUMBER OF WEIGHT WATCHERS     VALUE OF WEIGHT WATCHERS
                                                                              SECURITIES                    UNEXERCISED
                                                                        UNDERLYING UNEXERCISED             IN-THE-MONEY
                                               SHARES                       OPTIONS/SARS AT               OPTIONS/SARS AT
                                            ACQUIRED IN     VALUE         TWELVE MONTHS ENDED           TWELVE MONTHS ENDED
NAME                                        EXERCISE (#)   REALIZED        DECEMBER 30, 2000             DECEMBER 30, 2000
----                                        ------------   --------   ---------------------------   ---------------------------
                                                                      EXERCISABLE   UNEXERCISABLE
                                                                          (#)            (#)        EXERCISABLE   UNEXERCISABLE
                                                                      -----------   -------------   -----------   -------------
<S>                                         <C>            <C>        <C>           <C>             <C>           <C>
Linda Huett...............................        --          --         105,871        317,612      $202,500       $607,500
Clive Brothers............................        --          --          70,581        211,742      $135,000       $405,000
Scott R. Penn.............................        --          --          70,581        211,742      $135,000       $405,000
Thomas S. Kiritsis........................        --          --          70,581        211,742      $135,000       $405,000
Robert W. Hollweg.........................        --          --          70,581        211,742      $135,000       $405,000
</Table>


<Table>
<Caption>
                                  NUMBER OF
                             WEIGHTWATCHERS.COM                 VALUE OF                      NUMBER OF
                                 SECURITIES                WEIGHTWATCHERS.COM             HEINZ SECURITIES
                           UNDERLYING UNEXERCISED             IN-THE-MONEY             UNDERLYING UNEXERCISED
                               OPTIONS/SARS AT               OPTIONS/SARS AT               OPTIONS/SARS AT
                             TWELVE MONTHS ENDED           TWELVE MONTHS ENDED           TWELVE MONTHS ENDED
NAME                          DECEMBER 30, 2000             DECEMBER 30, 2000             DECEMBER 30, 2000
----                     ---------------------------   ---------------------------   ---------------------------
                         EXERCISABLE   UNEXERCISABLE                                 EXERCISABLE   UNEXERCISABLE
                             (#)            (#)        EXERCISABLE   UNEXERCISABLE       (#)            (#)
                         -----------   -------------   -----------   -------------   -----------   -------------
<S>                      <C>           <C>             <C>           <C>             <C>           <C>
Linda Huett............     2,846          8,539              --             --         40,000            --
Clive Brothers.........     2,846          8,539              --             --         40,000            --
Scott R. Penn..........     2,846          8,539              --             --             --            --
Thomas S. Kiritsis.....     2,846          8,539              --             --             --            --
Robert W. Hollweg......     2,846          8,539              --             --             --            --

<Caption>

                               VALUE OF HEINZ
                                IN-THE-MONEY
                               OPTIONS/SARS AT
                             TWELVE MONTHS ENDED
NAME                          DECEMBER 30, 2000
----                     ---------------------------

                         EXERCISABLE   UNEXERCISABLE
                         -----------   -------------
<S>                      <C>           <C>
Linda Huett............         --             --
Clive Brothers.........         --             --
Scott R. Penn..........         --             --
Thomas S. Kiritsis.....         --             --
Robert W. Hollweg......         --             --
</Table>


DIRECTOR COMPENSATION

    Our executive directors and our directors who are associated with The Invus
Group, Ltd. do not receive compensation except in their capacity as officers or
employees. We have not yet determined our compensation policy with respect to
our independent directors.

EMPLOYMENT AGREEMENTS AND SEVERANCE POLICIES

    We are in the process of establishing a severance policy to cover all
full-time salaried employees. It is intended that the severance policy will
provide continuation of base salary for employees for some period of time after
an individual's employment is terminated under specified circumstances. We are
still in the process of establishing the guidelines for this policy.

EXECUTIVE SAVINGS AND PROFIT SHARING PLAN

    We sponsor a savings plan for salaried and eligible hourly employees. This
defined contribution plan provides for employer matching contributions up to
100% of the first 3% of an employee's eligible compensation. The savings plan
also permits employees to contribute between 1% percent and 13% of eligible
compensation on a pre-tax basis.

    The savings plan also contains a profit sharing component for full time
salaried employees that are not key management personnel, which provides for a
guaranteed monthly employer contribution for each participant based on the
participant's age and a percentage of the participant's eligible compensation.
In addition, the profit sharing plan has a supplemental employer contribution
component, based on our achievement of certain annual performance targets, and a
discretionary contribution component.

    We also established an executive profit sharing plan, which provides a
non-qualified profit sharing plan for key management personnel who are not
eligible to participate in our profit sharing plan. This non-qualified profit
sharing plan has similar features to our profit sharing plan.

                                       56
<Page>
                           RELATED PARTY TRANSACTIONS


    THE SUMMARIES OF THE AGREEMENTS DESCRIBED BELOW ARE NOT COMPLETE. YOU SHOULD
READ THE AGREEMENTS IN THEIR ENTIRETY, WHICH HAVE BEEN FILED WITH THE SEC AS
EXHIBITS TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.



SHAREHOLDERS' AGREEMENTS



    Simultaneously with the closing of our acquisition by Artal Luxembourg, we
entered into a shareholders' agreement with Artal Luxembourg and Heinz that
governs our relationship surrounding our common stock. Subsequent transferees of
Artal Luxembourg and Heinz must, subject to limited exceptions, agree to be
bound by the terms and provisions of the agreement. Heinz has sold all shares of
our common stock held by it and accordingly no longer has any rights or
obligations under this agreement. We and Artal Luxembourg recently terminated
this agreement.



    Shortly after our acquisition by Artal Luxembourg, we entered into a
shareholders' agreement with Artal Luxembourg and Merchant Capital, Inc.,
Richard and Heather Penn, Longisland International Limited, Envoy Partners and
Scotiabanc, Inc. that governs our relationship surrounding our common stock held
by these parties other than Artal Luxembourg. Without the consent of Artal
Luxembourg, transfers of our common stock by these shareholders are restricted
with certain exceptions. Subsequent transferees of our common stock must,
subject to limited exceptions, agree to be bound by the terms and provisions of
the agreement. Additionally, this agreement provides the shareholders with the
right to participate pro rata in certain transfers of our common stock by Artal
Luxembourg and grants Artal Luxembourg the right to require other shareholders
to participate on a pro rata basis in certain transfers of our common stock by
Artal Luxembourg.


REGISTRATION RIGHTS AGREEMENT


    Simultaneously with the closing of our acquisition by Artal Luxembourg, we
entered into a registration rights agreement with Artal Luxembourg and Heinz.
The registration rights agreement grants Artal Luxembourg the right to require
us to register its shares of our common stock for public sale under the
Securities Act (1) upon demand and (2) in the event that we conduct certain
types of registered offerings. Heinz has sold all shares of our common stock
held by it and accordingly no longer has any rights under this agreement.
Merchant Capital, Inc., Richard and Heather Penn, Longisland International
Limited, Envoy Partners and Scotiabanc, Inc. became parties to this registration
rights agreement under joinder agreements, and each acquired the right to
require us to register and sell their stock in the event that we conduct certain
types of registered offerings.



PREFERRED SHAREHOLDERS' AGREEMENT



    Simultaneously with the closing of our acquisition by Artal Luxembourg, we
entered into a preferred shareholders' agreement with Heinz that governs our
relationship concerning our Series A Preferred Stock. Subsequent transferees of
Heinz, subject to limited exceptions, must agree to be bound by the terms and
provisions of this agreement. Artal Luxembourg and we have a preemptive right to
acquire the preferred stock from Heinz if Heinz receives an offer to purchase
any or all of its preferred stock from a third party and it wishes to accept the
offer. As a result of this offering, Heinz has the right to require us to redeem
any or all of its shares of our preferred stock. This right, however, is limited
by the provisions contained in our credit agreement and the indentures pursuant
to which our senior subordinated notes were issued.


PUT/CALL AGREEMENT


    On April 18, 2001, we entered into a Put/Call Agreement with Heinz. Under
this agreement, Heinz has an option to sell and we have an option to purchase
all of our common stock currently


                                       57
<Page>

owned by Heinz. Heinz has sold to us all 6,719,254 shares of our common stock
held by it for an aggregate purchase price of $27.1 million.


LIMITED LIABILITY COMPANY AGREEMENT

    Simultaneously with the closing of our acquisition by Artal Luxembourg, we
contributed $2,500 in exchange for a 50% membership interest in WW Foods, LLC, a
Delaware limited liability company. Heinz owns the remaining 50% interest. The
purpose of WW Foods is to own, maintain and preserve WEIGHT WATCHERS food and
beverage trademarks that were contributed to it by Heinz. WW Foods serves as the
vehicle for licensing rights in those food and beverage trademarks to us and to
Heinz, and for the licensing of program information by our company to Heinz.

LICENSING AGREEMENTS

    The licensing agreements govern the ownership and rights to use the WEIGHT
WATCHERS and other trademarks, service marks and related rights among our
company, Heinz and WW Foods. As described below, the licensing agreements
address the parties' respective ownership and rights to use food and beverage
trademarks, service marks, program standards, program information, program
information trademarks and third party licenses. Heinz is also a party to the
operating agreement, which helps preserve and enhance these trademarks, service
marks and related rights and facilitates their orderly use by each party.

FOOD AND BEVERAGE TRADEMARKS

    Under the licensing agreements, we distributed to Heinz and Heinz
contributed to WW Foods all WEIGHT WATCHERS trademarks and other trademarks we
owned relating to food and beverage products. However, Heinz retained certain
trademarks previously used by Heinz in connection with those food and beverage
trademarks that do not include the WEIGHT WATCHERS name (including, for example,
SMART ONES), which we distributed to Heinz. At the closing of our acquisition by
Artal Luxembourg, WW Foods granted an exclusive, worldwide, royalty-free,
perpetual license to use the food and beverage trademarks:

    - to Heinz, for worldwide use on food products in specified product
      categories (including frozen dinners, frozen breakfasts, frozen desserts
      (excluding ice cream), frozen pizza and pizza snacks, frozen potatoes,
      frozen rice products, ketchup, tomato sauce, gravy, canned tuna or salmon
      products, soup, noodles (excluding pasta), and canned beans and pasta
      products), and for use only in Australia and New Zealand in specified
      additional food product categories (including mayonnaise, frozen
      vegetables, canned fruits and canned vegetables); and

    - to us, for use on all other food and beverage products.

    We may promote, endorse and sell any of these licensed products through our
classroom business and related activities, subject to non-competition provisions
with Heinz. Additionally, we may continue to sell any food and beverage product
(or comparable product) sold by us in a particular country within the year
preceding the closing of our acquisition by Artal Luxembourg, even if that
product has been exclusively licensed to Heinz. However, we may do so only
within that country and by using the same channels of distribution through which
the product was sold during that one-year period.

    Some of the food and beverage trademarks and trademark applications were not
distributed to Heinz for contribution to WW Foods. These trademarks and
trademark applications include:

    - trademarks consisting of registrations in multiple trademark classes,
      where the classes include both food and beverage product classes and
      classes relating to other types of products or services;

                                       58
<Page>
    - pending applications that could not be transferred until a registration is
      granted;

    - trademark registrations and applications in countries that do not
      recognize ownership of trademarks by an entity such as WW Foods;

    - trademark registrations and applications in countries where the local law
      imposes restrictions or limitations on the ownership or registration of
      similar trademarks by unrelated parties; and

    - program information trademarks (as defined below).

We retained legal ownership of these types of food and beverage trademarks,
which we hold in custody for the benefit of WW Foods.

    At the closing of our acquisition by Artal Luxembourg, we granted to Heinz
an exclusive, worldwide, royalty-free license to use those food and beverage
trademarks (or any portion covering food and beverage products) that we hold in
custody for the benefit of WW Foods in connection with the other products
licensed to Heinz by WW Foods. We have undertaken to contribute any of these
custodial trademarks (or any portion covering food and beverage products) to WW
Foods if WW Foods determines that the transfer may be achieved under local law.
If local law does not permit an existing registration in multiple trademark
classes to be severed so as to reflect separate ownership of registrations in
food and beverage product classes from registrations in classes covering other
types of products or services, (1) WW Foods will apply for new registrations to
cover the food and beverage products, (2) we will cancel the portion of the
multi-class registration covering food and beverage products upon issuance of
the new registrations and (3) we will retain ownership of all remaining portions
of the multi-class registration. Heinz will pay us an annual fee of
$1.2 million until September 2004 in exchange for our serving as the custodian
of the food and beverage trademarks held for the benefit of WW Foods.

OTHER MARKS

    We retain exclusive ownership of all service marks and trademarks other than
food and beverage trademarks and, except for the rights granted to WW Foods and
to Heinz, we have the exclusive right to use all these marks for any purpose,
including their use as trademarks for all products other than food and beverage
products.

PROGRAM STANDARDS

    We have exclusive control of the dietary principles to be followed in any
eating or lifestyle regimen to facilitate weight loss or weight control employed
by the classroom business such as WINNING POINTS. Except for specified
limitations concerning products currently sold and extensions of existing
product lines, Heinz may use the food and beverage related trademarks only on
Heinz licensed products that have been specially formulated to be compatible
with our dietary principles. We have exclusive responsibility for enforcing
compliance with our dietary principles.

PROGRAM INFORMATION AND PROGRAM INFORMATION TRADEMARKS

    We retain exclusive ownership of all program information, consisting of:

    - all information and know-how relating to any weight-loss program;

    - all terminology; and

    - all trademarks or service marks used to identify the programs or
      terminology.

    We granted an exclusive, worldwide, royalty-free license to WW Foods (for
sublicense to Heinz) to use the terminology and the related trademarks and
service marks, and we provided WW Foods (and through it, Heinz) with access to
and a right to use this information as may be reasonably necessary to

                                       59
<Page>
develop, manufacture or market food and beverage products in accordance with our
dietary principles. Heinz granted a worldwide, royalty-free license to WW Foods
to use improvements that Heinz may develop in the course of its use of our
dietary principles or weight-loss program, which WW Foods sublicensed in turn to
us.

THIRD PARTY LICENSES

    Under the licensing agreements, we assigned to Heinz all licenses that we
previously granted to third parties, and Heinz retained all existing sublicenses
granted by it to third parties under a license previously granted to Heinz, that
relate to the manufacture, distribution or sale of food and beverage products.
Heinz assumed our obligations under these third party licenses, and has the
right to collect and keep all proceeds from them until September 2004. Ownership
of these licenses, to the extent they pertain to products licensed to us by WW
Foods, will be transitioned to us over the five-year period following our
acquisition by Artal Luxembourg. All proceeds from any of these licenses that
cannot be transitioned to us by September 2004 will be collected by Heinz and
paid over to us. Any sublicense that we or Heinz grant after the closing of our
acquisition by Artal Luxembourg relating to use of our food and beverage related
trademarks must conform to the terms of the WW Foods licenses granted to Heinz
and our company.

    Effective May 3, 2001, we agreed to manage these third party licenses under
an agreement with Heinz dated April 30, 2001 for a fee equal to 5% of the
royalties from these licenses. This agreement also grants us an option,
exercisible in our sole discretion, to buy the royalty stream from these
licenses prior to September 29, 2004 at a price computed using a formula which
adjusts for the then current royalty base, an assumed growth rate over the
balance of the period, the 5% management fee, the custodial fee, an agreed
discount rate and a tax rate.

HEINZ LICENSES

    Subsequent to our acquisition by Artal Luxembourg, we entered into three
short-term licenses with Heinz and its affiliates regarding the manufacture and
marketing of certain food products (not licensed to Heinz by WW Foods) under our
brand in the United Kingdom, Australia and in New Zealand through WW Foods as
described above. These products were ones that were manufactured and marketed by
Heinz prior to our acquisition by Artal Luxembourg.

MANAGEMENT AGREEMENT


    Simultaneously with the closing of our acquisition by Artal Luxembourg, we
entered into a management agreement with The Invus Group, Ltd., the independent
investment advisor to Artal Luxembourg. Under this agreement, The Invus Group
provides us with management, consulting and other services in exchange for an
annual fee equal to the greater of one million dollars or one percent of our
EBITDA (as defined in the indentures relating to our senior subordinated notes),
plus any related out-of-pocket expenses. This agreement is terminable at the
option of The Invus Group at any time or by us at any time after Artal
Luxembourg owns less than a majority of our voting stock.



CORPORATE AGREEMENT



    We have entered into a corporate agreement with Artal Luxembourg. We have
agreed that, so long as Artal Luxembourg beneficially owns 10% or more, but less
than a majority of our then outstanding voting stock, Artal Luxembourg will have
the right to nominate a number of directors approximately equal to that
percentage multiplied by the number of directors on our board. This right to
nominate directors will not restrict Artal Luxembourg from nominating a greater
number of directors.


                                       60
<Page>

    We have agreed with Artal Luxembourg that both Weight Watchers and Artal
Luxembourg have the right to:



    - engage in the same or similar business activities as the other party;



    - do business with any customer or client of the other party; and



    - employ or engage any officer or employee of the other party.



Neither Artal Luxembourg nor we, nor our respective related parties, will be
liable to each other as a result of engaging in any of these activities.



    Under the corporate agreement, if one of our officers or directors who also
serves as an officer, director or advisor of Artal Luxembourg becomes aware of a
potential transaction related primarily to the group education-based weight-loss
business that may represent a corporate opportunity for both Artal Luxembourg
and us, the officer, director or advisor has no duty to present that opportunity
to Artal Luxembourg, and we will have the sole right to pursue the transaction
if our board so determines. If one of our officers or directors who also serves
as an officer, director or advisor of Artal Luxembourg becomes aware of any
other potential transaction that may represent a corporate opportunity for both
Artal Luxembourg and us, the officer or director will have a duty to present
that opportunity to Artal Luxembourg, and Artal Luxembourg will have the sole
right to pursue the transaction if Artal Luxembourg's board so determines. If
one of our officers or directors who does not serve as an officer, director or
advisor of Artal Luxembourg becomes aware of a potential transaction that may
represent a corporate opportunity for both Artal Luxembourg and us, neither the
officer nor the director nor we have a duty to present that opportunity to Artal
Luxembourg, and we may pursue the transaction if our board so determines.



    If Artal Luxembourg transfers, sells or otherwise disposes of our then
outstanding voting stock, the transferee will generally succeed to the same
rights that Artal Luxembourg has under this agreement by virtue of its ownership
of our voting stock, subject to Artal Luxembourg's option not to transfer those
rights.


WEIGHTWATCHERS.COM NOTE


    On September 10, 2001, we amended and restated our loan agreement with
WeightWatchers.com, increasing the aggregate commitment thereunder to
$34.5 million. The principal amount may be advanced at any time or from time to
time prior to July 31, 2003. The note bears interest at 13% per year, beginning
on January 1, 2002, which interest shall be paid semi-annually starting on
March 31, 2002. All principal outstanding under this note will be payable in six
semi-annual installments, starting on March 31, 2004. The note may be prepaid at
any time in whole or in part, without penalty. As of September 29, 2001,
$26.2 million of principal was outstanding under this note.


WEIGHTWATCHERS.COM WARRANT AGREEMENTS


    Under the warrant agreements that we entered with WeightWatchers.com, we
have received warrants to purchase an additional 6,394,997 shares of
WeightWatchers.com's common stock in connection with the loans that we made to
WeightWatchers.com under the note described above. These warrants will expire
from November 24, 2009 to September 10, 2011 and may be exercised at a price of
$7.14 per share of WeightWatchers.com's common stock until their expiration. We
own 19.8% of the outstanding common stock of WeightWatchers.com, or 38.1% on a
fully diluted basis (including the exercise of all options and all the warrants
we own in WeightWatchers.com).


                                       61
<Page>

COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT



    In connection with the WeightWatchers.com note, we entered into a collateral
assignment and security agreement whereby we obtained a security interest in the
assets of WeightWatchers.com. Our security interest in those assets will
terminate when the note has been paid in full.


WEIGHTWATCHERS.COM INTELLECTUAL PROPERTY LICENSE


    We have entered into an amended intellectual property license agreement with
WeightWatchers.com that governs WeightWatchers.com's right to use our trademarks
and materials related to the Weight Watchers program.



    The amended license agreement grants WeightWatchers.com the exclusive right
to (1) use any of our trademarks, service marks, logos, brand names and other
business identifiers as part of a domain name for a website on the Internet;
(2) use any of the domain names we own; (3) use any of our trademarks on the
Internet and any other similar or related forms of interactive digital
transmission that now exists or may be developed later (provided that we and our
affiliates, franchisees, and licensees other than WeightWatchers.com can
continue using the trademarks in connection with online advertising and
promotion of activities conducted offline) and (4) use any materials related to
the Weight Watchers program, including any text, artwork and photographs, and
advertising, marketing and promotional materials on the Internet. The license
agreement also grants WeightWatchers.com a non-exclusive right to (1) use any of
our trademarks to advertise any approved activities that relate to its online
weight-loss business and (2) create derivative works. All rights granted to
WeightWatchers.com must be used solely in connection with the conduct of its
online weight-loss business.


    Beginning in January 2002, WeightWatchers.com will pay us a royalty of 10%
of the net revenues it earns through its online activities.

    We retain exclusive ownership of all of the trademarks and materials that we
license to WeightWatchers.com and of the derivative works created by
WeightWatchers.com.


    All of the rights granted to WeightWatchers.com in the license agreement are
subject to our pre-existing agreements with third parties, including
franchisees.



    The license agreement provides us with control over the use of our
intellectual property. We will have the right to approve any e-commerce
activities, any materials, sublicense, communication to consumers, products,
privacy policy, strategies, marketing and operational plans WeightWatchers.com
intends to use or implement in connection with its online weight-loss business.
WeightWatchers.com is obligated to adhere to strict quality standards, usage
guidelines and business criteria provided to WeightWatchers.com by us.



    WeightWatchers.com and we will jointly own user data collected through the
website and both parties are required to adhere to the site's privacy policy.


WEIGHTWATCHERS.COM SERVICE AGREEMENT


    Simultaneously with the signing of the amended intellectual property
license, we entered into a service agreement with WeightWatchers.com, under
which WeightWatchers.com provides the following types of services:


    - information distribution services, which include the hosting, displaying
      and distributing on the Internet of information relating to us and our
      affiliates and franchisees;

    - marketing services, which include the hosting, displaying and distributing
      on the Internet of information relating to our products and services such
      as our classroom meetings, the WEIGHT

                                       62
<Page>
      WATCHERS MAGAZINE and AT HOME and similar products and services from our
      affiliates and franchisees; and

    - customer communication services, which include establishing a means by
      which customers can communicate with us on the Internet to ask questions
      related to our products and services and the products and services of our
      affiliates and franchisees.


    We are required to pay for all expenses incurred by WeightWatchers.com
directly attributable to the services it performs under this agreement, plus a
fee of 10% of those expenses.



WEIGHTWATCHERS.COM SHAREHOLDERS' AGREEMENT



    We entered into a shareholders' agreement with WeightWatchers.com, Inc.,
Artal Luxembourg and Heinz that governs our and Artal Luxembourg's relationship
with WeightWatchers.com as holders of its common stock. Heinz has sold all of
its shares in WeightWatchers.com back to WeightWatchers.com and thus no longer
has any rights under this agreement. Subsequent transferees of ours and of Artal
Luxembourg must, except for some limited exceptions, agree to be bound by the
terms and provisions of the agreement.



    The shareholders' agreement imposes on us restrictions on the transfer of
common stock of WeightWatchers.com until the earlier to occur of
(1) September 29, 2004 and (2) WeightWatchers.com's initial public offering of
common stock under the Securities Act, except for certain exceptions. We have
the right to participate pro rata in certain transfers of common stock of
WeightWatchers.com by Artal Luxembourg, and Artal Luxembourg has the right to
require us to participate on a pro rata basis in certain transfers of
WeightWatchers.com's common stock by it.


WEIGHTWATCHERS.COM REGISTRATION RIGHTS AGREEMENT


    We entered into a registration rights agreement with WeightWatchers.com,
Artal Luxembourg and Heinz with respect to our shares in WeightWatchers.com.
Heinz has resold all of its shares in WeightWatchers.com back to
WeightWatchers.com and thus no longer has any rights under this agreement. The
registration rights agreement grants Artal Luxembourg the right to require
WeightWatchers.com to register its shares of WeightWatchers.com common stock
upon demand and also grants us and Artal Luxembourg rights to register and sell
shares of WeightWatchers.com's common stock in the event it conducts certain
types of registered offerings.


WEIGHTWATCHERS.COM LEASE GUARANTEE

    We have guaranteed the performance of WeightWatcher.com's lease of its
office space at 888 Seventh Avenue, New York, New York. The annual rental rate
is $459,000 plus increases for operating expenses and real estate taxes. The
lease expires in September 2003.

NELLSON CO-PACK AGREEMENT


    We entered into an agreement with Nellson Nutraceutical, a subsidiary of
Artal Luxembourg, to purchase nutrition bar and powder products manufactured by
Nellson Nutraceutical for sale at our meetings. Under the agreement, Nellson
Nutraceutical agreed to produce sufficient nutrition bar products to fill our
purchase orders within 30 days of Nellson Nutraceutical's receipt of these
purchase orders, and we are not bound to purchase a minimum quantity of
nutrition bar products. We purchased $4.9 million and $4.3 million,
respectively, of products from Nellson Nutraceutical during the eight months
ended December 30, 2000 and the twelve months ended April 29, 2000. The term of
the agreement runs through December 31, 2004, and we have the option to renew
the agreement for successive one-year periods by providing written notice to
Nellson Nutraceutical.


                                       63
<Page>
                       PRINCIPAL AND SELLING SHAREHOLDERS

    The following table sets forth information regarding the beneficial
ownership of our common stock by (1) all persons known by us to own beneficially
more than 5% of our common stock, (2) our chief executive officer and each of
the named executive officers, (3) each director, (4) all directors and executive
officers as a group and (5) each selling shareholder.

    Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of the date of this prospectus are
deemed issued and outstanding. These shares, however, are not deemed outstanding
for purposes of computing percentage ownership of each other shareholder.


    Our capital stock consists of our common stock and our preferred stock. As
of September 29, 2001, there were 105,407,142 shares of our common stock and
1,000,000 shares of our preferred stock outstanding.



<Table>
<Caption>
                                                                                    IMMEDIATELY AFTER
                                       AS OF SEPTEMBER 29, 2001    SHARES TO          THIS OFFERING
NAME OF                               --------------------------   BE SOLD IN   -------------------------
BENEFICIAL OWNER                        SHARES          PERCENT     OFFERING    SHARES(6)        PERCENT
----------------                      -----------       --------   ----------   ----------       --------
<S>                                   <C>               <C>        <C>          <C>              <C>
Artal Luxembourg S.A.(1)............   99,109,939         94.0%    16,047,516   83,062,423         78.8%
Linda Huett(2)(3)...................      199,978         *                --      199,978         *
Richard McSorley(2).................       94,108         *                --       94,108         *
Clive Brothers(2)(3)................      164,688         *                --      164,688         *
Scott R. Penn(2)(3)(4)..............      299,967         *                --      299,967         *
Thomas S. Kiritsis(2)(3)............      164,688         *                --      164,688         *
Robert W. Hollweg(2)(3).............      188,215         *                --      188,215         *
Raymond Debbane(5)(6)...............           --           --             --           --           --
Sacha Lainovic(6)...................           --           --             --           --           --
Christopher J. Sobecki(6)...........           --           --             --           --           --
Jonas M. Fajgenbaum(6)..............           --           --             --           --           --
All directors and executive officers
  as a group (10 people)............    1,111,644(3)       1.1%            --    1,111,644          1.1%
Richard and Heather Penn(3)(7)......    1,246,921          1.2%       941,072      305,849         *
Merchant Capital, Inc.(8)...........      941,072         *           152,375      788,697         *
Scotiabanc, Inc.(9).................      941,072         *           152,375      788,697         *
Longisland International
  Limited(10).......................      658,751         *           106,662      552,089         *
</Table>


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

*   Less than 1.0%

(1) Artal Luxembourg may be contacted at 105, Grand-Rue, L-1661 Luxembourg,
    Luxembourg. The parent entity of Artal Luxembourg S.A. is Artal Group S.A.
    The address of Artal Group S.A. is the same as the address of Artal
    Luxembourg S.A.

(2) Our officers may be contacted c/o Weight Watchers International, Inc., 175
    Crossways Park West, Woodbury, New York, 11797.


(3) Includes shares subject to purchase upon exercise of options exercisable
    within 60 days after September 29, 2001, as follows: Ms. Huett 105,871
    shares; Mr. Brothers 70,581 shares; Mr. Scott Penn 88,226 shares (includes
    17,646 shares subject to options held by Mr. Scott Penn's spouse);
    Mr. Kiritsis 70,581 shares; Mr. Hollweg 70,581 shares; and Mr. Richard Penn
    70,581 shares.



(4) Includes 70,581 shares of our common stock and vested options to purchase
    17,646 shares of our common stock held by Mr. Scott Penn's spouse.



(5) Includes all shares of common stock owned by Artal Luxembourg. Mr. Debbane
    is also a director of Artal Luxembourg. Mr. Debbane disclaims beneficial
    ownership of all shares owned by Artal Luxembourg.


(6) Our non-executive directors may be contacted c/o The Invus Group, Ltd., 135
    East 57th Street, New York, New York 10022.

(7) From September 1999 to September 2001, Mr. Penn was a director of our
    company. Richard and Heather Penn may be contacted c/o Logo Incorporated
    Pty. Ltd., 502/1 Kirribilli Avenue, Kirribilli, N.S.W. 2061, Australia.

(8) Merchant Capital, Inc. may be contacted c/o Credit Suisse First Boston
    Corporation, Eleven Madison Avenue, New York, New York 10010-3629.

(9) Scotiabanc, Inc. may be contacted at 600 Peachtree Street, NE, Atlanta,
    Georgia 30308.

(10) Longisland International Limited may be contacted at c/o Altus Management,
    Le Regina, 13 Boulevard des Moulins, MC 98000 Monaco.


    In addition, the selling shareholders have granted the underwriters the
right to purchase up to an additional 2,610,000 shares of common stock to cover
over-allotments. If the underwriters exercise this over-allotment option in
full, Artal Luxembourg will beneficially own 76.5% of our common stock after
this offering.


                                       64
<Page>
                          DESCRIPTION OF INDEBTEDNESS

    The following are summaries of the material terms and conditions of our
principal indebtedness.

SENIOR CREDIT FACILITIES

    Our senior credit facilities are provided by a syndicate of banks and other
financial institutions led by The Bank of Nova Scotia, as administrative agent,
letter of credit issuer, co-lead arranger and co-book manager, and Credit Suisse
First Boston, New York branch, as syndication agent, co-lead arranger and
co-book manager. We and one of our subsidiaries are the borrowers under the
senior credit facilities.

    Our senior credit facilities provide senior secured financing of up to
$317.0 million, with outstanding borrowings, as of June 30, 2001, of
$243.7 million, consisting of a $70.8 million term loan A facility, a
$71.2 million term loan B facility, an $82.5 million transferable loan
certificate facility, a $19.2 million term loan D facility and a $45.0 million
revolving credit facility. As of June 30, 2001, $45.0 million was available
under the revolving credit facility for additional borrowings. The term loan A
facility matures on September 30, 2005, the term loan B facility matures on
September 30, 2006, the transferable loan certificate facility matures on
September 30, 2006, the term loan D facility matures on June 30, 2006 and the
revolving credit facility matures on September 30, 2005.

    In addition to paying interest on outstanding principal under the senior
credit facilities, we pay a commitment fee to the lenders under the revolving
credit facility in respect of unused commitments at a rate equal to 0.50% per
year.

    The credit facilities are subject to mandatory prepayment with, in general:

    - 100% of the proceeds of asset sales,

    - 75% of our excess cash flow (as defined in the agreements establishing the
      senior credit facilities) and

    - 50% of the proceeds of equity offerings by us.

    We may voluntarily repay outstanding loans under the senior credit
facilities without penalty.

    The obligations under the senior credit facilities and the related documents
are secured by a first priority lien upon substantially all of our domestic
subsidiaries' real and personal property, and a pledge of substantially all of
our domestic subsidiaries' common stock, as well as the common stock of certain
of our significant foreign subsidiaries. Our obligations under the senior credit
facilities are guaranteed by substantially all of our domestic subsidiaries, as
well as certain of our significant foreign subsidiaries to the extent guarantees
would not result in material increases in our taxes or liabilities.

    The senior credit facilities contain a number of covenants that, among other
things, restrict our ability to:

    - dispose of assets,

    - incur additional indebtedness and issue preferred stock,

    - incur guarantee obligations,

    - repay other indebtedness,

    - make specified restricted payments and dividends,

    - create liens on assets,

    - make investments, loans or advances,

    - make specified acquisitions,

    - engage in mergers or consolidations,

    - make capital expenditures, or

    - enter into sale and leaseback transactions.

                                       65
<Page>
    In addition, under the senior credit facilities, we are required to comply
with specified financial ratios and tests, including minimum fixed charge
coverage and interest coverage ratios and maximum leverage ratios. The senior
credit facilities also contain customary events of default.

SENIOR SUBORDINATED NOTES

    On September 29, 1999, we sold $150,000,000 aggregate principal amount of
13% senior subordinated notes due 2009 and E100,000,000 aggregate principal
amount of 13% senior subordinated notes due 2009 to initial purchasers, Credit
Suisse First Boston Corporation and Scotia Capital Markets (USA) Inc. Interest
on the notes is due on April 1 and October 1 of each year, and the maturity date
of the notes is October 1, 2009.

    Each of our subsidiaries that is a guarantor under our senior credit
facilities jointly and severally guarantees the notes on a full and
unconditional basis.

    The notes are unsecured and subordinated in right of payment to all of our
existing and future senior indebtedness, including all of our borrowings under
our senior credit facilities. The note guarantees are unsecured and subordinated
in right of payment to all existing and future senior indebtedness of our
subsidiary guarantors, including all guarantees of our subsidiary guarantors
under our senior credit facilities.

    We cannot redeem the notes until October 1, 2004, except as described below.
After October 1, 2004, we can redeem some or all of the notes at specified
redemption prices, plus accrued interest to the redemption date. In addition, at
any time and from time to time before October 1, 2002, we can redeem up to 35%
of the original principal amount of each series of notes with money that we
raise in equity offerings, as long as we pay holders a redemption price of 113%
of the principal amount of the notes we redeem, plus accrued interest and at
least 65% of the original principal amount of each series of notes issued
remains outstanding after each redemption.

    If there is a change of control (as defined in the indentures), we must give
holders of the notes the opportunity to sell us their notes at a purchase price
of 101% of their principal amount, plus accrued interest, unless (a) we have
previously provided to the trustee under the indentures governing the notes an
irrevocable notice of redemption to redeem all outstanding notes at a time when
redemption is permitted under the indentures or (b) we have exercised our
option, upon a change of control, to call the notes at a redemption price equal
to 100% of the principal amount thereof, plus a premium, plus accrued interest.

    The indentures governing the notes contain covenants that limit our ability
and that of our subsidiary guarantors, subject to important exceptions and
qualifications, to, among other things:

    - incur additional indebtedness and issue preferred stock,

    - pay dividends or distributions on, or redeem or repurchase, our capital
      stock,

    - make investments,

    - transfer or sell assets, and

    - consolidate, merge or transfer all or substantially all of our assets and
      the assets of our subsidiaries.

                                       66
<Page>
                          DESCRIPTION OF CAPITAL STOCK


    Our authorized capital stock consists of (1) 1.0 billion shares of common
stock, no par value, of which 105,407,142 million shares are issued and
outstanding and (2) 1.0 billion shares of preferred stock, no par value, of
which 1,000,000 shares are issued and outstanding. As of September 29, 2001,
there were 52 holders of our common stock. The following description of our
capital stock and related matters is qualified in its entirety by reference to
our articles of incorporation and bylaws, copies of which are filed as exhibits
to the registration statement of which this prospectus forms a part.


    The following summary describes elements of our articles of incorporation
and bylaws after giving effect to the offering.

COMMON STOCK

    VOTING RIGHTS.  The holders of our common stock are entitled to one vote per
share on all matters submitted for action by the shareholders. There is no
provision for cumulative voting with respect to the election of directors.
Accordingly, a holder of more than 50% of the shares of our common stock can, if
it so chooses, elect all of our directors. In that event, the holders of the
remaining shares will not be able to elect any directors.

    DIVIDEND RIGHTS.  All shares of our common stock are entitled to share
equally in any dividends our board of directors may declare from legally
available sources. Our senior credit facilities and indentures impose
restrictions on our ability to declare dividends with respect to our common
stock.

    LIQUIDATION RIGHTS.  Upon liquidation or dissolution of our company, whether
voluntary or involuntary, all shares of our common stock are entitled to share
equally in the assets available for distribution to shareholders after payment
of all of our prior obligations, including our preferred stock.


    OTHER MATTERS.  The holders of our common stock have no preemptive or
conversion rights and our common stock is not subject to further calls or
assessments by us. There are no redemption or sinking fund provisions applicable
to the common stock. All outstanding shares of our common stock, including the
common stock offered in this offering, are fully paid and non-assessable.


PREFERRED STOCK

    We have one million shares of Series A Preferred Stock issued and
outstanding. Holders of our Series A Preferred Stock are entitled to receive
dividends at an annual rate of 6% payable annually in arrears. The liquidation
preference of our Series A Preferred Stock is $25 per share. In the event of a
liquidation, dissolution or winding up of our company, the holders of shares of
our Series A Preferred Stock will be entitled to be paid out of our assets
available for distribution to our shareholders an amount in cash equal to the
$25 liquidation preference per share plus all accrued and unpaid dividends prior
to the distribution of any assets to holders of shares of our common stock.

    Except as required by law, the holders of our preferred stock have no voting
rights with respect to their shares of preferred stock other than that the
approval of holders of a majority of the outstanding shares of our preferred
stock, voting as a class, will be required to amend, repeal or change any of the
provisions of our articles of incorporation in any manner that would alter or
change the powers, preferences or special rights of our preferred stock in a way
that would affect them adversely. Without the consent of each holder of the
Series A Preferred Stock, no amendment may reduce the dividend payable on or the
liquidation value of the Series A Preferred Stock.

    We may redeem the Series A Preferred Stock, in whole or in part, at any time
or from time to time, at our option, at a price per share equal to 100% of the
liquidation value of the preferred stock plus all accrued and unpaid dividends.

                                       67
<Page>

    Subject to the restrictions set forth in our debt instruments, holders of
our Series A Preferred Stock will have the right to cause us to repurchase their
shares upon completion of this offering or upon the occurence of a change of
control. If that occurs, the redemption price will be equal to 100% of the
liquidation value plus accrued and unpaid dividends. If we are required to
repurchase the Series A Preferred Stock, we expect that we would finance the
purchase with our available cash or borrowings under our revolving credit
facility.



    Our board of directors also has the authority, without any further vote or
action by the shareholders, to designate and issue preferred stock in one or
more additional series and to designate the rights, preferences and privileges
of each series, which may be greater than the rights of the common stock. It is
not possible to state the actual effect of the issuance of any additional series
of preferred stock upon the rights of holders of the common stock until the
board of directors determines the specific rights of the holders of that series.
However, the effects might include, among other things:



    - restricting dividends on the common stock;



    - diluting the voting power of the common stock;



    - impairing the liquidation rights of the common stock; or



    - delaying or preventing a change in control without further action by the
      shareholders.



OPTIONS



    As of September 29, 2001, there were outstanding 5,763,692 shares of our
common stock issuable upon exercise of outstanding stock options and
1,294,348 shares of our common stock reserved for future issuance under our
existing stock option plan.


AUTHORIZED BUT UNISSUED CAPITAL STOCK

    The listing requirements of the New York Stock Exchange, which would apply
so long as the common stock remains listed on the New York Stock Exchange,
require shareholder approval of certain issuances equal to or exceeding 20% of
then-outstanding voting power or then-outstanding number of shares of common
stock. These additional shares may be used for a variety of corporate purposes,
including future public offerings, to raise additional capital or to facilitate
acquisitions.

    One of the effects of the existence of unissued and unreserved common stock
or preferred stock may be to enable our board of directors to issue shares to
persons friendly to current management, which issuance could render more
difficult or discourage an attempt to obtain control of our company by means of
a merger, tender offer, proxy contest or otherwise, and thereby protect the
continuity of our management and possibly deprive the shareholders of
opportunities to sell their shares of common stock at prices higher than
prevailing market prices.

CERTAIN PROVISIONS OF VIRGINIA LAW AND OUR CHARTER AND BYLAWS


    Some provisions of Virginia law and our articles of incorporation and bylaws
could make the following more difficult:



    - acquisition of us by means of a tender offer;



    - acquisition of us by means of a proxy contest or otherwise; or



    - removal of our incumbent officers and directors.



    These provisions, summarized below, are intended to discourage coercive
takeover practices and inadequate takeover bids. These provisions are also
designed to encourage persons seeking to acquire control of us to first
negotiate with our board. We believe that the benefits of increased protection
give us the potential ability to negotiate with the proponent of an unfriendly
or unsolicited proposal to acquire or restructure us and outweigh the
disadvantages of discouraging these proposals because negotiation of these
proposals could result in an improvement of their terms.


                                       68
<Page>

ELECTION AND REMOVAL OF DIRECTORS



    Our board of directors is divided into three classes. The directors in each
class will serve for a three-year term, one class being elected each year by our
shareholders. See "Management--Classes and Terms of Directors." This system of
electing and removing directors may discourage a third party from making a
tender offer or otherwise attempting to obtain control of us because it
generally makes it more difficult for shareholders to replace a majority of our
directors.



    Our articles of incorporation and bylaws do not provide for cumulative
voting in the election of directors.



    At any time that Artal Luxembourg beneficially owns a majority of our then
outstanding voting stock, directors may be removed by Artal Luxembourg with or
without cause. At all other times, directors may be removed only with cause.



BOARD MEETINGS



    Our bylaws provide that the chairman of the board or any two of our
directors may call special meetings of the board of directors.



SHAREHOLDER MEETINGS



    Our articles of incorporation provide that special meetings of shareholders
may be called by the chairman of our board of directors or by a resolution
adopted by our board of directors. In addition, our articles of incorporation
provide that Artal Luxembourg has the right to call special meetings of
shareholders prior to the date it ceases to beneficially own 20% of our then
outstanding voting stock.



REQUIREMENTS FOR ADVANCE NOTIFICATION OF SHAREHOLDER NOMINATIONS AND PROPOSALS



    Our bylaws establish advance notice procedures with respect to shareholder
proposals and the nomination of candidates for election as directors, other than
nominations made by or at the direction of our board of directors or a committee
of the board of directors or by Artal Luxembourg when nominating its director
designees. In addition, our bylaws provide that so long as Artal Luxembourg
beneficially owns a majority of our then outstanding voting stock, the foregoing
advance notice procedures for shareholder proposals will not apply to it.



SHAREHOLDER ACTION BY WRITTEN CONSENT



    Virginia law generally requires shareholder action to be taken only at a
meeting of shareholders and permits shareholders to act only by written consent
with the unanimous written consent of all shareholders.



AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAW PROVISIONS



    Amendment of the provisions described above in our articles of incorporation
or bylaws generally will require an affirmative vote of our directors, as well
as the affirmative vote of at least 80% of our then outstanding voting stock,
except that at any time that Artal Luxembourg owns a majority of our voting
stock, the anti-takeover provisions of our articles of incorporation and bylaws
may be amended by the affirmative vote of a majority of our then outstanding
voting stock. Amendments to any other provisions of our articles of
incorporation or bylaws require the affirmative vote of a majority of our then
outstanding voting stock.


                                       69
<Page>

RIGHTS AGREEMENT



    We intend to adopt, prior to consummation of this offering, a rights
agreement, subject to the approval of our board. Under the rights agreement, one
right will be issued and attached to each share of our common stock including
all shares that are outstanding. Each right will entitle the holder, in the
circumstances described below, to purchase from our company a unit consisting of
one one-hundredth of a share of Series B preferred stock, no par value per
share, at an exercise price of $    per right, subject to adjustment in certain
events.



    Initially, the rights will be attached to all certificates representing
outstanding shares of common stock and will be transferred with and only with
these certificates. The rights will become exercisable and separately
certificated only upon the distribution date, which will occur upon the earlier
of the following:



    - ten days following a public announcement that a person or group other than
      certain exempt persons has acquired or obtained the right to acquire
      beneficial ownership of 10% or more of the shares of common stock then
      outstanding; and



    - ten days, or later, if determined by our board prior to any person
      acquiring 10% or more of the shares of common stock then outstanding,
      following the commencement or announcement of an intention to commence a
      tender offer or exchange offer that would result in a person or group
      becoming an acquiring person.



    As soon as practicable after the distribution date, certificates will be
mailed to holders of record of common stock as of the close of business on the
distribution date. From and after the distribution date, the separate
certificates alone will represent the rights. Prior to the distribution date,
all shares of common stock issued will be issued with rights. Shares of common
stock issued after the distribution date will not be issued with rights, except
that rights may be issued with shares of common stock issued pursuant to any of:



    - the exercise of stock options that were granted or awarded prior to the
      distribution date;



    - employee plans or arrangements we adopted prior to the distribution date;



    - the exercise, conversion or exchange of securities issued prior to the
      distribution date; or



    - our contractual obligations.



    The final expiration date of the rights will be the close of business on
November   , 2011, unless earlier redeemed or exchanged by us as described
below.



    In the event that a person acquires 10% or more of the shares of common
stock then outstanding, except pursuant to a tender offer or exchange offer for
all the outstanding shares of our common stock approved by our board before the
person acquires 10% or more of the shares of common stock then outstanding, each
holder of a right other than that person and certain related parties, whose
rights will automatically become null and void, will thereafter be entitled to
receive, upon exercise of the right, a number of shares of common stock, or, in
certain circumstances, cash, property or other securities of our company, having
a current market price averaged over the previous 30 consecutive trading days
equal to two times the exercise price of the right.



    If, at any time on or after a person acquires 10% or more of the shares of
common stock then outstanding, our company effects a merger or other business
combination in which it is not the surviving entity, or any shares of our common
stock are changed into or exchanged for other securities, or 50% or more of its
assets, cash flow or earning power is sold or transferred, then each holder of a
right, except rights owned by any person who has acquired 10% or more of the
shares of common stock then outstanding or certain related parties, which will
have become void as set forth above, will


                                       70
<Page>

thereafter have the right to receive, upon exercise, a number of shares of
common stock of the acquiring company having a fair market value equal to two
times the exercise price of the right.



    The exercise price payable, and the number of shares of Series B preferred
stock, shares of common stock or other securities or property issuable, upon
exercise of the rights are subject to adjustment from time to time to prevent
dilution in the event of a stock dividend on the Series B preferred stock
payable in shares of Series B preferred stock, a subdivision or combination of
the Series B preferred stock, a grant or distribution to holders of the
Series B preferred stock of certain subscription rights, warrants, evidence of
indebtedness, cash or other assets, or other similar events. In addition, the
number of rights associated with each share of our common stock is subject to
adjustment in the event of a declaration of a dividend on our common stock
payable in common stock or a subdivision or combination of our common stock.



    No fractional rights or shares of Series B preferred stock will be issued.
In lieu thereof, an adjustment in cash will be made based on the market price of
the common stock, right or Series B preferred stock on the last trading date
prior to the date of exercise. Pursuant to the rights agreement, we reserve the
right to require that, prior to the occurrence of one of the events that
triggers the ability to exercise the rights, upon any exercise of rights, a
number of rights be exercised so that only whole shares of Series B preferred
stock will be issued.



    We will also have the option, at any time after a person acquires 10% and
before a person acquires a majority of the shares of our common stock then
outstanding to exchange some or all of the rights, other than rights owned by
the acquiring person or certain related parties, which will have become void, at
an exchange ratio of one share of common stock and/or other equity securities
deemed to have the same value as one share of common stock, per right, subject
to adjustment.



    At any time prior to a person acquiring 10% or more of our common stock, our
company, by vote of a majority of our board, may redeem the rights in whole, but
not in part, at a price of $0.01 per right, payable, at our option, in cash,
shares of common stock or other consideration as our board may determine. Upon
redemption, the rights will terminate and holders of rights will receive only
the redemption price.



    For as long as the rights are redeemable, our company may amend the rights
agreement in any manner, including extending the time period in which the rights
may be redeemed. After the time the rights cease to be redeemable, we may amend
the rights in any manner that does not materially adversely affect the interests
of holders of the rights as such. Until a right is exercised, the holder, as
such, will have no rights as a shareholder of our company, including the right
to vote or to receive dividends.



    Our articles of incorporation provide that each share of Series B preferred
stock, that may be issued upon exercise of the rights will be entitled to
receive, when, as and if declared, cash and non-cash dividends equal to the
greater of:



    - a dividend multiple of 100 times the aggregate per share amount of all
      cash and non-cash dividends declared or paid on the common stock, subject
      to adjustments for stock splits or dividends payable in common stock or
      reclassifications of common stock; or



    - preferential quarterly cash dividends of $0.01 per share.



    Holders of Series B preferred stock will have a vote multiple of 100 votes
per share, subject to adjustments for dividends payable in common stock or
subdivisions or combinations of common stock and, except as otherwise provided
by the articles of incorporation, or applicable law, will vote together with
holders of common stock as a single class. In the event that the preferential
quarterly cash dividends are in arrears for six or more quarterly dividend
payment periods, holders of Series B preferred stock will have the right to
elect two additional members of our board.


                                       71
<Page>

    In the event of the liquidation, dissolution or winding up of our company,
after provision for liabilities and any preferential amounts payable with
respect to any preferred stock ranking senior to the Series B preferred stock,
the holders of any Series B preferred stock will be entitled to receive
liquidation payments per share in an amount equal to the following:



    - $1.00 plus an amount equal to accrued and unpaid dividends and
      distributions thereon to the date of payment; and



    - a proportionate share, on equal terms with the holders of common stock, of
      the assets remaining after payment described above and a nominal payment
      to the holders of common stock.



    The rights of the Series B preferred stock as to dividends, voting and
liquidation are protected by antidilution provisions.



    In the event of a consolidation, merger or other transaction in which the
shares of capital stock are exchanged, holders of shares of Series B preferred
stock will be entitled to receive an amount per share, equal to 100 times the
amount of stock, securities, cash or other property for which each share of
common stock is exchanged. The shares of Series B preferred stock are not
redeemable at the option of our company or any holder thereof.



    The rights will have certain anti-takeover effects. The rights will cause
substantial dilution to any person or group that attempts to acquire our company
without the approval of our board. As a result, the overall effect of the rights
may be to render more difficult or discourage any attempt to acquire our
company, even if that acquisition may be in the best interests of our
shareholders. Because our board can redeem the rights or approve a permitted
offer, the rights will not interfere with a merger or other business combination
approved by our board.



    The rights agreement excludes Artal Luxembourg, as well as transferees of at
least 10% of our then outstanding common stock from Artal Luxembourg, from being
considered an acquiring person.


LIABILITY OF OFFICERS AND DIRECTORS

    Our articles of incorporation require us to indemnify any director, officer
or employee who was or is a party to any claim, action or proceeding by reason
of his being or having been a director, officer or employee of our company or
any other corporation, entity or plan while serving at our request, unless he or
she engaged in willful misconduct or a knowing violation of criminal law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, indemnification for liabilities under the Securities Act is against public
policy and is unenforceable.

ANTI-TAKEOVER STATUTES

    We have opted out of the Virginia anti-takeover law regulating "control
share acquisitions." Under Virginia law, shares acquired in a control share
acquisition have no voting rights unless granted by a majority vote of all
outstanding shares other than those held by the acquiring person or any officer
or employee director of the corporation, or the articles of incorporation or
bylaws of the corporation provide that this regulation does not apply to
acquisitions of its shares. An acquiring person that owns five percent or more
of the corporation's voting stock may require that a special meeting of the
shareholders be held, within 50 days of the acquiring person's request, to
consider the grant of voting rights to the shares acquired in the control share
acquisition. If voting rights are not granted and the corporation's articles of
incorporation or bylaws permit, the acquiring person's shares may be repurchased
by the corporation, at its option, at a price per share equal to the acquiring
person's cost. Virginia law grants dissenters' rights to any shareholder who
objects to a control share acquisition that is approved by a vote of
disinterested shareholders and that gives the acquiring person control of a

                                       72
<Page>
majority of the corporation's voting shares. This regulation was designed to
deter certain takeovers of Virginia public corporations.


    We have opted out, effective May 2003, of the Virginia anti-takeover law
regulating "affiliated acquisition transactions." Under this law, material
acquisition transactions between a Virginia corporation and any holder of more
than 10% of any class of its outstanding voting shares are required to be
approved by the holders of at least two-thirds of the remaining voting shares.
Affiliated transactions subject to this approval requirement include mergers,
share exchanges, material dispositions of corporate assets not in the ordinary
course of business, any dissolution of the corporation proposed by or on behalf
of a 10% holder or any reclassification, including reverse stock splits,
recapitalization or merger of the corporation with its subsidiaries, that
increases the percentage of voting shares owned beneficially by a 10% holder by
more than five percent.


REGISTRAR AND TRANSFER AGENT


    The registrar and transfer agent for the common stock is EquiServe Trust
Company, N.A.


LISTING


    We propose to list our common stock on the New York Stock Exchange, subject
to official notice of issuance, under the symbol "WTW".


                                       73
<Page>
                        SHARES ELIGIBLE FOR FUTURE SALE

    Prior to this offering, there has not been any public market for our common
stock, and we cannot predict what effect, if any, market sales of shares of
common stock or the availability of shares of common stock for sale will have on
the market price of our common stock. Nevertheless, sales of substantial amounts
of common stock, including shares issued upon the exercise of outstanding
options, in the public market, or the perception that these sales could occur,
could materially and adversely affect the market price of our common stock and
could impair our future ability to raise capital through the sale of our equity
or equity-related securities at a time and price that we deem appropriate.


    Upon the closing of this offering, we will have outstanding an aggregate of
105,407,142 shares of common stock. Of the outstanding shares, the shares sold
in this offering will be freely tradable without restriction or further
registration under the Securities Act, except that any shares held by our
"affiliates," as that term is defined under Rule 144 of the Securities Act, may
be sold only in compliance with the limitations described below. The remaining
shares of common stock will be deemed "restricted securities" as defined under
Rule 144. Restricted securities may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rule 144
or 144(k) under the Securities Act, which we summarize below.


    Subject to the lock-up agreements described below, the employee shareholders
agreements and the provisions of Rules 144 and 144(k), additional shares of our
common stock will be available for sale in the public market under exemptions
from registration requirements as follows:


<Table>
<Caption>
  NUMBER OF SHARES                                  DATE
  ----------------                                  ----
<S>                     <C>
           87,889,507   After 180 days from the date of this prospectus

              117,635   At various times after 180 days from the date of this
                        prospectus
</Table>



    Artal Luxembourg, which will own 78.8% of our shares (or 76.5% if the
underwriters exercise their over-allotment options in full) upon the closing of
this offering, has the ability to cause us to register the resale of its shares.


RULE 144

    In general, under Rule 144 as currently in effect, beginning 90 days after
this offering, a person (or persons whose shares are required to be aggregated),
including an affiliate, who has beneficially owned shares of our common stock
for at least one year is entitled to sell in any three-month period a number of
shares that does not exceed the greater of:


       - 1% of then-outstanding shares of common stock, or 1,054,072 shares; and


       - the average weekly trading volume in the common stock on the New York
         Stock Exchange during the four calendar weeks preceding the date on
         which notice of sale is filed, subject to restrictions.

    Sales under Rule 144 are also subject to manner of sale provisions and
notice requirements and to the availability of current public information about
us.

RULE 144(K)

    In addition, a person who is not deemed to have been an affiliate of ours at
any time during the 90 days preceding a sale and who has beneficially owned the
shares proposed to be sold for at least two years, would be entitled to sell
those shares under Rule 144(k) without regard to the manner of sale, public
information, volume limitation or notice requirements of Rule 144. To the extent
that our

                                       74
<Page>
affiliates sell their shares, other than pursuant to Rule 144 or a registration
statement, the purchaser's holding period for the purpose of effecting a sale
under Rule 144 commences on the date of transfer from the affiliate.

LOCK-UP AGREEMENTS

    We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the SEC a
registration statement under the Securities Act relating to, any shares of our
common stock or securities convertible into or exchangeable or exercisable for
any shares of our common stock, or publicly disclose the intention to make any
offer, sale, pledge, disposition or filing, without the prior written consent of
Credit Suisse First Boston Corporation for a period of 180 days after the date
of this prospectus, except we may issue, and grant options to purchase, shares
of common stock under our existing employee benefit plans referred to in this
prospectus. In addition, we may issue shares of common stock in connection with
any acquisition of another company if the terms of the issuance provide that the
common stock may not be resold prior to the expiration of the 180-day period
described above.


    Our executive officers and directors and the selling shareholders have
agreed, subject to limited exceptions, that they will not offer, sell, contract
to sell, pledge or otherwise dispose of, directly or indirectly, any shares of
our common stock or securities convertible into or exchangeable or exercisable
for any shares of our common stock, enter into a transaction that would have the
same effect, or enter into any swap, hedge or other arrangement that transfers,
in whole or in part, any of the economic consequences of ownership of our common
stock, whether any of these transactions are to be settled by delivery of our
common stock or other securities, in cash or otherwise, or publicly disclose the
intention to make any offer, sale, pledge or disposition, or to enter into any
transaction, swap, hedge or other arrangement, without, in each case, the prior
written consent of Credit Suisse First Boston Corporation for a period of
180 days after the date of this prospectus.



    Following this offering, we intend to file a registration statement on
Form S-8 under the Securities Act with respect to up to 7,058,040 shares of our
common stock that are reserved for issuance pursuant to our stock option plan.
This registration statement is expected to become effective immediately upon
filing. However, shares received by employees upon exercise of their options
will be subject to certain lock-up agreements. As a result, these shares will be
eligible for resale by the holders in the public markets, subject to these
lock-up agreements and Rule 144 limitations applicable to affiliates.


                                       75
<Page>
                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES


    The following summary describes the material U.S. federal income tax
consequences as of the date hereof of the purchase, ownership and disposition of
our common stock by a Non-U.S. Holder (as defined below) who holds our common
stock as a capital asset. This discussion does not purport to be a comprehensive
description of all aspects of U.S. federal income taxes and does not address
foreign, state and local consequences that may be relevant to Non-U.S. Holders
in light of their personal circumstances. Special rules may apply to certain
Non-U.S. Holders, such as "controlled foreign corporations," "passive foreign
investment companies," "foreign personal holding companies," corporations that
accumulate earnings to avoid U.S. federal income tax, and U.S. expatriates that
are subject to special treatment under U.S. federal income tax laws. Non-U.S.
Holders should consult their own tax advisors to determine the U.S. federal,
state, local and other tax consequences that may be relevant to them. This
summary also only addresses purchasers of the common stock pursuant to this
offering who hold their shares as capital assets.


    If a partnership holds our common stock, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. If you are a partner of a partnership holding our common stock, you
should consult your tax advisors.

    This discussion below is based upon the provisions of the Internal Revenue
Code of 1986, as amended, which we refer to as the Code, and U.S. Treasury
regulations, rulings and judicial decisions as of the date of this offering.
Those authorities may be changed, perhaps retroactively, so as to result in U.S.
federal income tax consequences different from those discussed below. Except
where noted, this discussion does not address any aspect of U.S. federal gift or
estate tax, or state, local or foreign tax laws. YOU SHOULD CONSULT YOUR OWN TAX
ADVISOR CONCERNING THE PARTICULAR U.S. INCOME TAX CONSEQUENCES TO YOU OF THE
OWNERSHIP OF THE COMMON STOCK, AS WELL AS THE CONSEQUENCES TO YOU ARISING UNDER
THE LAWS OF ANY OTHER TAXING JURISDICTION.

NON-U.S. HOLDERS

    As used in this offering circular, the term Non-U.S. Holder means a
beneficial owner of common stock that, for U.S. federal income tax purposes, is
not:

    - a U.S. citizen or resident;

    - a corporation created or organized in or under the laws of the United
      States or any political subdivision thereof;

    - an estate the income of which is subject to U.S. federal income taxation
      regardless of its source; or


    - a trust if (1) it is subject to the primary supervision of a court within
      the U.S. and one or more U.S. persons has the authority to control all
      substantial decisions of the trust or (2) it has a valid election in
      effect under applicable U.S. Treasury regulations to be treated as a U.S.
      person.


TAXATION OF THE COMMON STOCK

    DIVIDENDS.  Distributions on or common stock will constitute dividends for
United States federal income tax purposes to the extent of our current or
accumulated earnings and profits as determined under U.S. federal income tax
principles. In general, distributions paid to you will be subject to withholding
of U.S. federal income tax at a 30% rate or such lower rate as may be specified
by an applicable income tax treaty. If you wish to claim the benefit of an
applicable treaty rate (and avoid backup withholding as discussed below under
"Information Reporting and Backup Withholding"), you will be required to satisfy
applicable certification and other requirements. However, dividends that are
effectively connected with your conduct of a trade or business within the United
States or, where a tax

                                       76
<Page>
treaty applies, are attributable to a U.S. permanent establishment, are not
subject to the withholding tax, but instead are subject to U.S. federal income
tax on a net income basis at applicable graduated individual or corporate rates.
Certain certification and disclosure requirements must be complied with in order
for effectively connected income to be exempt from withholding. If you are a
foreign corporation, any such effectively connected dividends may be subject to
an additional "branch profits tax" at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty.

    If you are eligible for a reduced rate of U.S. withholding tax pursuant to
an income tax treaty, you may obtain a refund of any excess amounts withheld by
filing an appropriate claim for refund with the Internal Revenue Service.


    GAIN ON DISPOSITION OF COMMON STOCK.  You generally will not be subject to
U.S. federal income tax with respect to gain recognized on a sale or other
disposition of common stock unless (i) the gain is effectively connected with
your trade or business in the United States, and, where a tax treaty applies, is
attributable to a U.S. permanent establishment, (ii) you are an individual and
you are present in the United States for 183 or more days in the taxable year of
the sale or other disposition and certain other conditions are met, or
(iii) you hold (or held at any time within the shorter of the five-year period
preceding the sale or other disposition or the period you held our common stock)
more than 5% of our common stock and we are or have been at any such time a U.S.
real property holding corporation for U.S. federal income tax purposes.


    If you are described in clause (i) above, you will be subject to tax on the
net gain derived from the sale under regular graduated U.S. federal income tax
rates. If you are described in clause (ii) above, you will be subject to a flat
30% tax on the gain derived from the sale, which may be offset by U.S. source
capital losses (even if you are not considered a resident of the United States).
If you are a foreign corporation that falls under clause (i) above, you will be
subject to tax on your gain under regular graduated U.S. federal income tax
rates and, in addition, may be subject to the branch profits tax equal to 30% of
your effectively connected earnings and profits or at such lower rate as may be
specified by an applicable income tax treaty.

    We believe we are not, and do not anticipate becoming, a U.S. real property
holding corporation for U.S. federal income tax purposes.

U.S. FEDERAL ESTATE TAX

    Common stock held by you at the time of death will be included in your gross
estate for U.S. federal estate tax purposes, unless an applicable estate tax
treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

    We must report annually to the Internal Revenue Service and to you the
amount of dividends paid to you and the tax withheld with respect to such
dividends, regardless of whether withholding was required. Copies of the
information returns reporting such dividends and withholding may also be made
available to the tax authorities in the country in which you reside under the
provisions of an applicable income tax treaty.

    You will be subject to backup withholding unless applicable certification
requirements are met.

    Payment of the proceeds of a sale of the common stock within the United
States or conducted through certain U.S. related financial intermediaries is
subject to both backup withholding and information reporting unless the
beneficial owner certifies under penalties of perjury that you are a Non-U.S.
Holder (and the payor does not have actual knowledge that you are a U.S. person)
or you otherwise establish an exemption.

    Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against your U.S. federal income tax liability provided the
required information is furnished to the Internal Revenue Service.

                                       77
<Page>
                                  UNDERWRITING

    Under the terms and subject to the conditions contained in an underwriting
agreement dated             , 2001, the selling shareholders have agreed to sell
to the underwriters named below, for whom Credit Suisse First Boston Corporation
and Goldman, Sachs & Co. are acting as representatives, the following respective
numbers of shares of common stock:


<Table>
<Caption>
                                                              NUMBER OF
UNDERWRITER                                                     SHARES
-----------                                                   ----------
<S>                                                           <C>
Credit Suisse First Boston Corporation......................
Goldman, Sachs & Co. .......................................
Merrill Lynch, Pierce, Fenner & Smith
          Incorporated......................................
Salomon Smith Barney Inc. ..................................
UBS Warburg LLC.............................................
                                                              ----------
      Total.................................................  17,400,000
                                                              ==========
</Table>


    The underwriting agreement provides that the underwriters are obligated to
purchase all the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that, if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering may be terminated.


    The selling shareholders have granted to the underwriters a 30-day option to
purchase on a pro rata basis up to an aggregate of 2,610,000 additional shares
at the initial public offering price less the underwriting discounts and
commissions. The option may be exercised only to cover any over-allotments of
common stock.


    The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a selling concession of $   per share. The
underwriters and selling group members may allow a discount of $   per share on
sales to other broker/dealers. After the initial public offering the
representatives may change the public offering price and concession and discount
to broker/dealers.

    The following table summarizes the compensation the selling shareholders
will pay and the estimated expenses we will pay:

<Table>
<Caption>
                                                     PER SHARE                           TOTAL
                                          -------------------------------   -------------------------------
                                             WITHOUT            WITH           WITHOUT            WITH
                                          OVER-ALLOTMENT   OVER-ALLOTMENT   OVER-ALLOTMENT   OVER-ALLOTMENT
                                          --------------   --------------   --------------   --------------
<S>                                       <C>              <C>              <C>              <C>
Underwriting discounts and commissions
  paid by selling shareholders..........     $                $                $                $
Expenses payable by us..................     $                $                $                $
</Table>

    The representatives have informed us that the underwriters do not expect
discretionary sales to exceed 5% of the shares of common stock being offered.

    We have agreed that we will not offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the SEC a
registration statement under the Securities Act relating to, any shares of our
common stock or securities convertible into or exchangeable or exercisable for
any shares of our common stock, or publicly disclose the intention to make any
offer, sale, pledge, disposition or filing, without the prior written consent of
Credit Suisse First Boston Corporation for a period of 180 days after the date
of this prospectus.

                                       78
<Page>

    Our executive officers and directors and the selling shareholders have
agreed that they will not offer, sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares of our common
stock, enter into a transaction that would have the same effect, or enter into
any swap, hedge or other arrangement that transfers, in whole or in part, any of
the economic consequences of ownership of our common stock, whether any of these
transactions are to be settled by delivery of our common stock or other
securities, in cash or otherwise, or publicly disclose the intention to make any
offer, sale, pledge or disposition, or to enter into any transaction, swap,
hedge or other arrangement, without, in each case, the prior written consent of
Credit Suisse First Boston Corporation for a period of 180 days after the date
of this prospectus.


    We and the selling shareholders have agreed to indemnify the underwriters
against liabilities under the Securities Act, or to contribute to payments which
the underwriters may be required to make in that respect.

    Prior to this offering, there has been no public market for our common
stock. The initial public offering price will be determined by negotiation
between the selling shareholders and the representatives and will not
necessarily reflect the market price of the common stock following the offering.
The principal factors that will be considered in determining the public offering
price will include:

    - the information in this prospectus and otherwise available to the
      underwriters;

    - market conditions for initial public offerings;

    - the history and the prospects for the industry in which we compete;

    - the ability of our management;

    - the prospects for our future earnings;

    - the present state of our development and our current financial condition;

    - recent market prices of, and the demand for, publicly traded common stock
      of generally comparable companies; and

    - the general condition of the securities markets at the time of this
      offering.

    We offer no assurances that the initial public offering price will
correspond to the price at which the common stock will trade in the public
market subsequent to the offering or that an active trading market for the
common stock will develop and continue after the offering.

    We will apply to list the shares of common stock on the New York Stock
Exchange.

    In connection with the offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934.

    - Stabilizing transactions permit bids to purchase the underlying security
      so long as the stabilizing bids do not exceed a specified maximum.

    - Over-allotment involves sales by the underwriters of shares in excess of
      the number of shares the underwriters are obligated to purchase, which
      creates a syndicate short position. The short position may be either a
      covered short position or a naked short position. In a covered short
      position, the number of shares over-allotted by the underwriters is not
      greater than the number of shares that they may purchase in the
      over-allotment option. In a naked short position, the number of shares
      involved is greater than the number of shares in the over-allotment
      option.

                                       79
<Page>
      The underwriters may close out any short position by either exercising
      their over-allotment option and/or purchasing shares in the open market.

    - Syndicate covering transactions involve purchases of the common stock in
      the open market after the distribution has been completed in order to
      cover syndicate short positions. In determining the source of shares to
      close out the short position, the underwriters will consider, among other
      things, the price of shares available for purchase in the open market as
      compared to the price at which they may purchase shares through the
      over-allotment option. If the underwriters sell more shares than could be
      covered by the over-allotment option, a naked short position, the position
      can only be closed out by buying shares in the open market. A naked short
      position is more likely to be created if the underwriters are concerned
      that there could be downward pressure on the price of the shares in the
      open market after pricing that could adversely affect investors who
      purchase in the offering.

    - Penalty bids permit the representatives to reclaim a selling concession
      from a syndicate member when the common stock originally sold by the
      syndicate member is purchased in a stabilizing or syndicate covering
      transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids
may have the effect of raising or maintaining the market price of our common
stock or preventing or retarding a decline in the market price of the common
stock. As a result, the price of our common stock may be higher than the price
that might otherwise exist in the open market. These transactions may be
effected on the New York Stock Exchange or otherwise and, if commenced, may be
discontinued at any time.


    Each underwriter has represented and agreed that (1) it has not offered or
sold and prior to the date six months after the date of issue of the shares will
not offer or sell any shares to persons in the United Kingdom, except to persons
whose ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances that have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995; (2) it has complied, and will
comply with, all applicable provisions of the Financial Services Act 1986 of
Great Britain with respect to anything done by it in relation to the shares in,
from or otherwise involving the United Kingdom; and (3) it has only issued or
passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issuance of the shares to a person who is
of a kind described in Article 11(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1996 of Great Britain or is a
person to whom the document may lawfully be issued or passed on.



    The securities may not be offered, sold, transferred or delivered in or from
The Netherlands, as part of their initial distribution or as part of any
re-offering, and neither this prospectus nor any other document in respect of
the offering may be distributed or circulated in The Netherlands, other than to
individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession.



    Merchant Capital, Inc., an affiliate of Credit Suisse First Boston
Corporation, beneficially owns 941,072 shares of our common stock, and will be
selling 152,375 shares of our common stock in this offering. Upon completion of
this offering, Merchant Capital, Inc. will beneficially own 788,697 shares of
our common stock, 765,841 shares if the underwriters exercise their
overallotment option in full.


    In the ordinary course of business, Credit Suisse First Boston Corporation
and its affiliates have provided and may in the future provide financial
advisory, investment banking and general financing and banking services for us
for customary fees. Credit Suisse First Boston, New York branch, an affiliate of
Credit Suisse First Boston Corporation, is an agent and a lender under our
senior credit

                                       80
<Page>
facilities, and Credit Suisse First Boston Corporation was one of the joint
book-running managers for, and an initial purchaser of, our 13% senior
subordinated notes due 2009. In addition, Credit Suisse First Boston, New York
branch, was a joint lead arranger and joint book manager for our $50 million
increase to our senior credit facilities.

    Credit Suisse First Boston Corporation also served as financial advisor to
Artal Luxembourg in its acquisition of us. The decision of Credit Suisse First
Boston Corporation to underwrite our common stock offered hereby was made
independent of Credit Suisse First Boston, New York branch, which had no
involvement in determining whether to underwrite our common stock under this
offering or the terms of this offering.


    A prospectus in electronic format may be made available on the web sites
maintained by one or more of the underwriters participating in this offering.
The representatives may agree to allocate a number of shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the underwriters that will make internet distributions on the same
basis as other allocations. Credit Suisse First Boston may effect an on-line
distribution through its affiliate, CSFBDIRECT Inc., an on-line broker/dealer,
as a selling group member.


                                       81
<Page>
                          NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

    The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we and the selling
shareholders prepare and file a prospectus with the securities regulatory
authorities in each province where trades of common stock are made. Any resale
of the common stock in Canada must be made under applicable securities laws
which will vary depending on the relevant jurisdiction, and which may require
resales to be made under available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of the common
stock.

REPRESENTATIONS OF PURCHASERS

    By purchasing common stock in Canada and accepting a purchase confirmation a
purchaser is representing to us, the selling shareholders and the dealer from
whom the purchase confirmation is received that

    - the purchaser is entitled under applicable provincial securities laws to
      purchase the common stock without the benefit of a prospectus qualified
      under those securities laws,

    - where required by law, that the purchaser is purchasing as principal and
      not as agent, and

    - the purchaser has reviewed the text above under Resale Restrictions.

RIGHTS OF ACTION (ONTARIO PURCHASERS)

    The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS


    All of the issuer's directors and officers as well as the experts named
herein and the selling shareholders may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of
process within Canada upon the issuer or such persons. All or a substantial
portion of the assets of the issuer and such persons may be located outside of
Canada and, as a result, it may not be possible to satisfy a judgment against
the issuer or such persons in Canada or to enforce a judgment obtained in
Canadian courts against such issuer or persons outside of Canada.


TAXATION AND ELIGIBILITY FOR INVESTMENT

    Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and about the eligibility of the common
stock for investment by the purchaser under relevant Canadian legislation.

                                       82
<Page>
                                 LEGAL MATTERS

    The validity of the issuance of the shares of common stock to be sold in the
offering will be passed upon for us by our special Virginia counsel, Hunton &
Williams, Richmond, Virginia. Certain legal matters in connection with the
issuance of the common stock to be sold in the offering will be passed upon for
us by Simpson Thacher & Bartlett, New York, New York. The underwriters have been
represented by Cravath, Swaine & Moore, New York, New York.

                                    EXPERTS


    The financial statements as of December 30, 2000, April 29, 2000 and
April 24, 1999 and for each of the fiscal years ended April 29, 2000, April 24,
1999 and April 25, 1998, the eight months ended December 30, 2000 and the year
ended December 30, 2000 included in this prospectus have been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.


                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

    We file annual, quarterly and current reports and other information with the
SEC. You may access and read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's Internet
site at www.sec.gov. This site contains reports and other information that we
file electronically with the SEC. You may also read and copy any document we
file at the SEC's public reference room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. While you may access our public
filings by the methods described above, our public filings are not incorporated
by reference in this prospectus.

    We have filed with the SEC a registration statement under the Securities Act
with respect to the common stock offered by this prospectus. This prospectus,
which constitutes part of the registration statement, does not contain all of
the information presented in the registration statement and its exhibits and
schedules. Our descriptions in this prospectus of the provisions of documents
filed as exhibits to the registration statement or otherwise filed with the SEC
are only summaries of the terms of those documents that we consider material. If
you want a complete description of the content of the documents, you should
obtain the documents yourself by following the procedures described above.

    You may request copies of the filings, at no cost, by telephone at
(516) 390-1400 or by mail at: 175 Crossways Park West, Woodbury, New York
11797-2055, Attention: Secretary.

                                       83
<Page>
                         INDEX TO FINANCIAL STATEMENTS


<Table>
<Caption>
                                                                PAGE
                                                              --------
<S>                                                           <C>
WEIGHT WATCHERS INTERNATIONAL, INC.:

  Report of PricewaterhouseCoopers LLP, Independent
    Accountants.............................................     F-2

  Consolidated Balance Sheets at April 24, 1999, April 29,
    2000, and December 30, 2000.............................     F-3

  Consolidated Statements of Operations for the Fiscal Years
    Ended April 25, 1998, April 24, 1999 and April 29, 2000
    and the Eight Months Ended December 30, 2000............     F-4

  Consolidated Statements of Changes in Shareholders'
    Deficit, Parent Company Investment and Comprehensive
    Income for the Fiscal Years Ended April 25, 1998,
    April 24, 1999 and April 25, 2000 and the Eight Months
    Ended December 30, 2000.................................     F-5

  Consolidated Statements of Cash Flows for the Fiscal Years
    Ended April 25, 1998, April 24, 1999 and April 29, 2000
    and the Eight Months Ended December 30, 2000............     F-6

  Notes to Consolidated Financial Statements................     F-7

  Unaudited Consolidated Balance Sheets at December 30, 2000
    and June 30, 2001.......................................    F-41

  Unaudited Consolidated Statements of Operations for the
    Six Months Ended July 29, 2000 and June 30, 2001........    F-42

  Unaudited Consolidated Statements of Shareholders Deficit,
    Parent Company Investment and Comprehensive Income For
    the Eight Months Ended December 30, 2000 and the Six
    Months Ended June 30, 2001..............................    F-43

  Unaudited Consolidated Statements of Cash Flows For the
    Six Months Ended July 29, 2000 and June 30, 2001........    F-44

  Unaudited Notes to Consolidated Financial Statements......    F-45

WEIGHCO ENTERPRISES INC. AND SUBSIDIARIES:

  Report of PricewaterhouseCoopers LLP, Independent
    Auditors................................................    F-58

  Consolidated Balance Sheet at December 30, 2000...........    F-59

  Consolidated Statement of Operations For the Year Ended
    December 30, 2000.......................................    F-60

  Consolidated Statement of Cash Flows For the Year Ended
    December 30, 2000.......................................    F-61

  Consolidated Statement of Changes in Shareholders' Equity
    For the Year Ended December 30, 2000....................    F-62

  Notes to Consolidated Financial Statements................    F-63
</Table>


                                      F-1
<Page>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Weight Watchers International, Inc.:


    The stock split described in Note 21 to the financial statements has not
been consummated at October 29, 2001. When it has been consummated, we will be
in a position to furnish the following report:



       "In our opinion, the accompanying consolidated balance sheets and the
       related consolidated statements of operations, of cash flows and of
       changes in shareholders' deficit, parent company investment and
       comprehensive income present fairly, in all material respects, the
       consolidated financial position of Weight Watchers International, Inc.
       and its subsidiaries at December 30, 2000, April 29, 2000 and April 24,
       1999, and the results of their operations and their cash flows for the
       eight months ended December 30, 2000 and for each of the three years in
       the period ended April 29, 2000, in conformity with accounting principles
       generally accepted in the United States of America. These financial
       statements are the responsibility of the Company's management; our
       responsibility is to express an opinion on these financial statements
       based on our audits. We conducted our audits of these statements in
       accordance with auditing standards generally accepted in the United
       States of America, which require that we plan and perform the audit to
       obtain reasonable assurance about whether the financial statements are
       free of material misstatement. An audit includes examining, on a test
       basis, evidence supporting the amounts and disclosures in the financial
       statements, assessing the accounting principles used and significant
       estimates made by management, and evaluating the overall financial
       statement presentation. We believe that our audits provide a reasonable
       basis for our opinion."


PricewaterhouseCoopers LLP

New York, New York


March 2, 2001


                                      F-2
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
           AS OF APRIL 24, 1999, APRIL 29, 2000 AND DECEMBER 30, 2000
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                              APRIL 24,    APRIL 29,    DECEMBER 30,
                                                                 1999         2000          2000
                                                              ----------   ----------   -------------
<S>                                                           <C>          <C>          <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................   $ 19,515    $  44,043      $  44,501
  Receivables (net of allowances: April 24, 1999 -- $994;
    April 29, 2000 -- $609; December 30, 2000 -- $797)......     11,403       12,877         14,678
  Notes receivable, current.................................      3,266        2,791          2,106
  Foreign currency contract receivable......................         --           --          5,364
  Inventories...............................................      7,580        9,328         15,044
  Prepaid expenses..........................................      7,598        8,360         11,099
  Deferred income taxes.....................................      3,609           94            648
  Due from related parties..................................    133,783           --             --
                                                               --------    ---------      ---------
    TOTAL CURRENT ASSETS....................................    186,754       77,493         93,440
Property and equipment, net.................................      8,725        7,001          8,145
Notes and other receivables, noncurrent.....................     19,165        7,045          5,601
Goodwill (net of accumulated amortization:
  April 24, 1999 -- $49,888; April 29, 2000 -- $55,430;
    December 30, 2000 -- $59,216)...........................    143,714      152,565        150,901
Trademarks and other intangible assets (net of accumulated
  amortization:
  April 24, 1999 -- $18,982; April 29, 2000 -- $19,423;
    December 30, 2000 -- $19,871)...........................      8,113        7,163          6,648
Deferred income taxes.......................................      4,133       67,574         67,207
Deferred financing costs....................................         --       14,666         13,513
Other noncurrent assets.....................................        830          700            762
                                                               --------    ---------      ---------
    TOTAL ASSETS............................................   $371,434    $ 334,207      $ 346,217
                                                               ========    =========      =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND PARENT COMPANY'S INVESTMENT/SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
  Short-term borrowings and line of credit..................   $  6,690    $      --      $      --
  Short-term borrowings due to related party................     16,250        1,489          1,730
  Portion of long-term debt due within one year.............      1,164       14,120         14,120
  Accounts payable..........................................     12,710       12,362         11,989
  Salaries and wages........................................     11,285       10,125         10,544
  Accrued interest..........................................      2,176        4,082          9,662
  Accrued restructuring costs...............................      7,690        4,786          2,485
  Foreign currency contract payable.........................      7,169          486             --
  Other accrued liabilities.................................     16,044       19,583         23,215
  Income taxes..............................................      7,962        6,786          3,660
  Deferred revenue..........................................      6,414        4,632          5,836
                                                               --------    ---------      ---------
    TOTAL CURRENT LIABILITIES...............................     95,554       78,451         83,241
Long-term debt..............................................     15,500      460,510        456,530
Deferred income taxes.......................................      8,228        2,941          3,107
Other.......................................................      3,204          546            121
                                                               --------    ---------      ---------
    TOTAL LONG-TERM DEBT AND OTHER LIABILITIES..............     26,932      463,997        459,758
Commitments and contingencies:
Redeemable preferred stock..................................         --       25,875         25,996
Shareholders' deficit (Note 21):
  Common stock, par value $0 per share (authorized:
    1,000,000 shares; issued and outstanding: 276,429 shares
    at April 24, 1999, 111,988 shares at April 29, 2000 and
    December 30, 2000)
  Accumulated deficit.......................................         --     (231,663)      (216,507)
  Accumulated other comprehensive loss......................         --       (2,453)        (6,271)
  Parent company's investment...............................    248,948           --             --
                                                               --------    ---------      ---------
    TOTAL PARENT COMPANY'S INVESTMENT AND SHAREHOLDERS'
     DEFICIT................................................    248,948     (234,116)      (222,778)
                                                               --------    ---------      ---------
    TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK, PARENT
     COMPANY'S INVESTMENT AND SHAREHOLDERS' DEFICIT.........   $371,434    $ 334,207      $ 346,217
                                                               ========    =========      =========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-3
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE FISCAL YEARS ENDED APRIL 25, 1998, APRIL 24, 1999 AND APRIL 29, 2000,
                                      AND
                    THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<Table>
<Caption>
                                                          FISCAL YEAR ENDED             EIGHT MONTHS
                                                 ------------------------------------       ENDED
                                                 APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                                    1998         1999         2000          2000
                                                 ----------   ----------   ----------   -------------
                                                 (52 WEEKS)   (52 WEEKS)   (53 WEEKS)    (35 WEEKS)
<S>                                              <C>          <C>          <C>          <C>
Revenues, net..................................   $297,245     $364,608     $399,574      $273,175
Cost of revenues...............................    159,961      178,925      201,389       139,283
                                                  --------     --------     --------      --------
  Gross profit.................................    137,284      185,683      198,185       133,892

Marketing expenses.............................     49,227       52,856       51,453        26,986
Selling, general and administrative expenses...     44,067       48,912       50,743        32,222
Transaction costs..............................         --           --        8,345            --
                                                  --------     --------     --------      --------
  Operating income.............................     43,990       83,915       87,644        74,684

Interest income................................     13,452       16,027        5,792         3,119
Interest expense...............................      8,576        8,859       36,871        40,244
Other expense (income), net....................      4,281        5,248      (10,351)       16,536
                                                  --------     --------     --------      --------
  Income before income taxes and minority
    interest...................................     44,585       85,835       66,916        21,023

Provision for income taxes.....................     19,969       36,360       28,323         5,857
                                                  --------     --------     --------      --------
  Income before minority interest..............     24,616       49,475       38,593        15,166
Minority interest..............................        845        1,493          834           147
                                                  --------     --------     --------      --------
  Net income...................................   $ 23,771     $ 47,982     $ 37,759      $ 15,019
                                                  ========     ========     ========      ========
Preferred stock dividends......................         --           --     $    875      $  1,000
                                                  --------     --------     --------      --------
  Net income available to common
    shareholders...............................   $ 23,771     $ 47,982     $ 36,884      $ 14,019
                                                  ========     ========     ========      ========
Net income per share:
  Basic and diluted............................   $   0.09     $   0.17     $   0.20      $   0.13
                                                  ========     ========     ========      ========
Weighted average common shares outstanding:
  Basic........................................    276,430      276,430      182,206       111,988
                                                  ========     ========     ========      ========
  Diluted......................................    276,430      276,430      182,206       112,171
                                                  ========     ========     ========      ========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-4
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT,
               PARENT COMPANY INVESTMENT AND COMPREHENSIVE INCOME

 FOR THE FISCAL YEARS ENDED APRIL 25, 1998, APRIL 24, 1999 AND APRIL 24, 2000,
                                      AND
                    THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                      ACCUMULATED
                                     COMMON STOCK       ADDITIONAL       OTHER                       PARENT
                                  -------------------    PAID TO     COMPREHENSIVE   ACCUMULATED   COMPANY'S
                                   SHARES     AMOUNT     CAPITAL         LOSS          DEFICIT     INVESTMENT     TOTAL
                                  --------   --------   ----------   -------------   -----------   ----------   ---------
<S>                               <C>        <C>        <C>          <C>             <C>           <C>          <C>
Balance April 26, 1997..........   276,430        --                                               $ 188,936    $ 188,936

Comprehensive Income:
Net income......................                                                                      23,771       23,771
Translation adjustment..........                                                                     (10,212)     (10,212)
                                                                                                                ---------
Total Comprehensive Income......                                                                                   13,559
                                                                                                                ---------
Net Parent advances.............                                                                      29,115       29,115
Dividend........................                                                                      (2,521)      (2,521)
                                                                                                   ---------    ---------
Balance at April 25, 1998.......   276,430        --                                                 229,089      229,089

Comprehensive Income:
Net income......................                                                                      47,982       47,982
Translation adjustment..........                                                                      19,660       19,660
                                                                                                                ---------
Total Comprehensive Income......                                                                                   67,642
                                                                                                                ---------
Net Parent settlements..........                                                                     (42,851)     (42,851)
Dividend........................                                                                      (4,932)      (4,932)
                                                                                                   ---------    ---------
Balance at April 24, 1999.......   276,430        --                                                 248,948      248,948

Net Parent settlements..........                                                                    (252,883)    (252,883)
Recapitalization and settlement
  of Parent company
  investment....................  (164,442)  $    --     $(72,100)     $(12,764)      $(268,547)       3,935     (349,476)
Deferred tax asset..............                           72,100                                                  72,100

Comprehensive Income:
Net income......................                                                         37,759                    37,759
Translation adjustment..........                                         10,311                                    10,311
                                                                                                                ---------
Total Comprehensive Income......                                                                                   48,070
                                                                                                                ---------
Preferred stock dividend........                                                           (875)                     (875)
                                  --------   -------     --------      --------       ---------    ---------    ---------
Balance at April 29, 2000.......   111,988                               (2,453)       (231,663)                 (234,116)

Elimination of foreign
  subsidiaries one month
  reporting lag effective
  April 30, 2000................                                                          1,137                     1,137

Comprehensive Income:
Net income......................                                                         15,019                    15,019
Translation adjustment..........                                         (3,818)                                   (3,818)
                                                                                                                ---------
Total Comprehensive Income......                                                                                   11,201
                                                                                                                ---------
Preferred stock dividend........                                                         (1,000)                   (1,000)
                                  --------   -------     --------      --------       ---------    ---------    ---------
Balance at December 30, 2000....   111,988   $    --     $     --      $ (6,271)      $(216,507)   $      --    $(222,778)
                                  ========   =======     ========      ========       =========    =========    =========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-5
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE FISCAL YEARS ENDED APRIL 25, 1998, APRIL 24, 1999 AND APRIL 29, 2000,
                                      AND
                    THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                FISCAL YEAR ENDED             EIGHT MONTHS
                                                       ------------------------------------       ENDED
                                                       APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                                          1998         1999         2000          2000
                                                       ----------   ----------   ----------   -------------
                                                       (52 WEEKS)   (52 WEEKS)   (53 WEEKS)    (35 WEEKS)
<S>                                                    <C>          <C>          <C>          <C>
Operating activities:
  Net income.........................................   $ 23,771     $ 47,982    $  37,759      $ 15,019
  Adjustments to reconcile net income to cash
    provided by operating activities:
  Depreciation and amortization......................      8,775        9,586       10,398         7,889
  Deferred tax provision.............................     15,563        9,279        8,541           104
  Accounting for equity investment...................         --           --           --        17,604
  Elimination of foreign subsidiaries one month
    reporting lag....................................         --           --           --         1,206
  Allowance for doubtful accounts....................       (143)        (118)         385          (188)
  Reserve for inventory obsolescence, other..........     (3,489)       2,525         (121)         (975)
  Other items, net...................................        415           38       (2,492)         (954)
  Changes in cash due to:
    Receivables......................................     (2,348)      (7,041)      12,654        (8,210)
    Inventories......................................        664       (2,451)      (1,696)       (4,771)
    Prepaid expenses.................................      1,913       (1,454)        (801)       (2,755)
    Due from related parties.........................     (8,610)       3,693      (14,765)          241
    Accounts payable.................................     (2,250)       3,083       (1,512)         (303)
    Accrued liabilities..............................       (414)     (10,076)       5,780         6,897
    Deferred revenue.................................      1,872         (716)      (1,753)        1,043
    Income taxes.....................................        647        3,571       (2,492)       (2,975)
                                                        --------     --------    ---------      --------
    Cash provided by operating activities............     36,366       57,901       49,885        28,872
                                                        --------     --------    ---------      --------
Investing activities:
  Capital expenditures...............................     (3,389)      (2,474)      (1,874)       (3,626)
  Advances and interest to equity investment.........         --           --           --       (15,604)
  Acquisitions, net of cash acquired.................     (1,412)          --           --            --
  Acquisitions of minority interest..................         --           --      (15,900)       (2,400)
  Other items, net...................................       (121)        (565)      (1,867)            3
                                                        --------     --------    ---------      --------
    Cash used for investing activities...............     (4,922)      (3,039)     (19,641)      (21,627)
                                                        --------     --------    ---------      --------
Financing activities:
  Net (decrease) increase in short-term borrowings...     (2,174)         856       (5,455)          (34)
  Proceeds from borrowings...........................         --           --      491,260            --
  Repurchase of common stock.........................         --           --     (324,476)           --
  Payment of dividends...............................     (8,470)     (10,368)      (2,796)         (879)
  Payments on long-term debt.........................     (1,368)      (1,081)      (3,530)       (7,060)
  Deferred financing cost............................         --           --      (15,861)           --
  Net Parent settlements.............................    (18,630)     (37,076)    (131,030)           --
                                                        --------     --------    ---------      --------
    Cash (used for) provided by financing
      activities.....................................    (30,642)     (47,669)       8,112        (7,973)
                                                        --------     --------    ---------      --------
Effect of exchange rate changes on cash and cash
  equivalents........................................        (44)         493      (13,828)        1,186
Net increase in cash and cash equivalents............        758        7,686       24,528           458
Cash and cash equivalents, beginning of period/fiscal
  year...............................................     11,071       11,829       19,515        44,043
                                                        --------     --------    ---------      --------
Cash and cash equivalents, end of period/fiscal
  year...............................................   $ 11,829     $ 19,515    $  44,043      $ 44,501
                                                        ========     ========    =========      ========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-6
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. BASIS OF PRESENTATION:

    Weight Watchers International, Inc. (the "Company") operates and franchises
territories offering weight loss and control programs through the operation of
classroom type meetings to the general public in the United States, Canada,
Mexico, the United Kingdom, Continental Europe, Australia, New Zealand, South
Africa, Latin America and South America.

RECAPITALIZATION


    On September 29, 1999, the Company entered into a recapitalization and stock
purchase agreement (the "Transaction") with its former parent, H.J. Heinz
Company ("Heinz"). In connection with this Transaction, the Company effectuated
a stock split of 58,747.6 shares for each share outstanding. The Company then
redeemed 276.43 million shares of common stock from Heinz for $349.5 million.
The number of shares of the Company's common stock that was authorized and
outstanding prior to the Transaction has been adjusted to reflect the stock
split. The $349.5 million consisted of $324.5 million of cash and $25.0 million
of the Company's redeemable Series A Preferred Stock. After the redemption,
Artal Luxembourg S.A. purchased 94% of the Company's remaining common stock from
Heinz for $223.7 million. The recapitalization and stock purchase was financed
through borrowings under credit facilities amounting to approximately
$237.0 million and by issuing Senior Subordinated Notes amounting to
$255.0 million, due 2009. The balance of the borrowings was utilized to
refinance debt incurred prior to the Transaction relating to the transfer of
ownership and acquisition of the minority interest in the Weight Watchers
businesses that operate in Australia and New Zealand. The acquisition of the
minority interest resulted in approximately $15.9 million of goodwill. In
connection with the Transaction, the Company incurred approximately
$8.3 million in transaction costs which were expensed and $15.9 million in
deferred financing costs. For U.S. Federal and State tax purposes, the
Transaction was treated as a taxable sale under Section 338(h)(10) of the
Internal Revenue Code of 1986, as amended. As a result, for tax purposes, the
Company recorded a step-up in the tax basis of net assets. For financial
reporting purposes, a valuation allowance of approximately $72.1 million was
established against the corresponding deferred tax asset of $144.2 million.
Management concluded, more likely than not, this amount would not be utilized to
reduce future tax payments. The Company will continue to monitor the need to
maintain the valuation allowance in the future periods.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CHANGE IN FISCAL YEAR:

    The Company changed its fiscal year from the last Saturday of April, to the
Saturday closest to December 31st effective with the eight months commencing
April 30, 2000.

CONSOLIDATION:

    The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries. All material intercompany accounts and
transactions have been eliminated in consolidation. In order to facilitate
timely reporting in prior periods, certain foreign subsidiaries ended their
fiscal years one month prior to the Company's fiscal year end with no material
impact on the consolidated financial statements. The one month lag has now been
eliminated effective April 30, 2000.

                                      F-7
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
The effect on net income of these subsidiaries for the period March 31, 2000
through April 29, 2000 was $1.1 million and was adjusted to opening accumulated
deficit at April 30, 2000.

USE OF ESTIMATES:

    The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.

TRANSLATION OF FOREIGN CURRENCIES:

    For all foreign operations, the functional currency is the local currency.
Assets and liabilities of these operations are translated at the exchange rate
in effect at each year-end. Income statement accounts are translated at the
average rate of exchange prevailing during the year. Translation adjustments
arising from the use of differing exchange rates from period to period are
included in accumulated other comprehensive income.

CASH EQUIVALENTS:

    Cash and cash equivalents are defined as highly liquid investments with
original maturities of three months or less.

INVENTORIES:

    Inventories, which consist of finished goods, are stated at the lower of
cost or market on a first-in, first-out basis, net of reserves. The net reserve
for inventory and prepaid program materials as of April 24, 1999, April 29, 2000
and December 30, 2000 was $1.4 million, $1.6 million and $2.5 million,
respectively.

PROPERTY AND EQUIPMENT:

    Property and equipment are recorded at cost. For financial reporting
purposes, equipment is depreciated on the straight-line method over the
estimated useful lives of the assets (5 to 10 years). Leasehold improvements are
amortized on the straight-line method over the shorter of the term of the lease
or the useful life of the related assets (5 to 10 years). Expenditures for new
facilities and improvements that substantially extend the useful life of an
asset are capitalized. Ordinary repairs and maintenance are expensed as
incurred. When assets are retired or otherwise disposed of, the cost and related
depreciation are removed from the accounts and any related gains or losses are
included in income.

INTANGIBLES:

    Goodwill, trademarks and other intangibles arising from acquisitions,
including the acquisition of previously franchised areas, are being amortized on
a straight-line basis over periods ranging from 3 to 40 years. Amortization of
goodwill, trademarks and other intangibles for the fiscal years ended

                                      F-8
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
April 25, 1998, April 24, 1999 and April 29, 2000 and for the eight months ended
December 30, 2000 was $5.6 million, $6.0 million, $6.4 million and
$4.5 million, respectively.

    The Company accounts for software costs under the AICPA Statement of
Position ("SOP") No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." SOP No. 98-1 requires capitalization of
certain costs incurred in connection with developing or obtaining internally
used software. Software costs are amortized over 3 to 5 years.

IMPAIRMENT OF LONG LIVED ASSETS:

    The Company follows the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of." This
statement requires that certain assets be reviewed for impairment and, if
impaired, remeasured at fair value whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable.

REVENUE RECOGNITION:

    The Company earns revenue by conducting meetings, selling products and aids
in its own facilities, by collecting commissions from franchisees operating
under the Weight Watchers name and by collecting royalties related to licensing
agreements. Revenue is recognized when registration fees are paid, services are
rendered, products are sold and commissions and royalties are earned. Deferred
revenue, consisting of prepaid lecture income, is amortized into income over the
period earned. Effective April 30, 2000, the Company adopted Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements," which
does not change existing revenue recognition rules, but rather, addresses and
clarifies existing rules and their application. Adoption of SAB 101 did not
impact the Company's financial position or results of operations.

ADVERTISING COSTS:

    Advertising costs consist primarily of national and local direct mail,
television, and spokesperson's fees. All costs related to advertising are
expensed in the period incurred. Total advertising expenses for the fiscal years
ended April 25, 1998, April 24, 1999 and April 29, 2000 and for the eight months
ended December 30, 2000 were approximately $45.7 million, $48.8 million,
$48.0 million and $25.8 million, respectively.

INCOME TAXES:

    The Company provides for taxes based on current taxable income and the
future tax consequences of temporary differences between the financial reporting
and income tax carrying values of its assets and liabilities. Under SFAS
No. 109, assets and liabilities acquired in purchase business combinations are
assigned their fair values and deferred taxes are provided for lower or higher
tax bases.

FOREIGN CURRENCY CONTRACTS:

    The Company enters into forward and swap contracts to hedge transactions
denominated in foreign currencies in order to reduce the currency risk
associated with fluctuating exchange rates. Such contracts are used primarily to
hedge certain intercompany cash flows and for payments arising from

                                      F-9
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
certain foreign currency denominated obligations. Realized and unrealized gains
and losses from instruments qualifying as hedges are included in net income for
the period.

INVESTMENTS:

    The Company uses the cost method to account for investments in which the
Company holds 20% or less of the investee's voting stock. Where the Company
holds 50% or less of the investee's voting stock or where the Company has the
ability to exercise significant influence over operating and financial policies
of the investee, the investment is accounted for under the equity method.

DEFERRED FINANCING COSTS:

    Deferred financing costs consists of costs associated with the establishment
of the Company's credit facilities resulting from the Transaction. Such costs
are being amortized using the interest rate method over the term of the related
debt. Amortization expense for the fiscal year ended April 29, 2000 and for the
eight months ended December 30, 2000 was approximately $1.1 million and
$1.3 million, respectively.

RECENTLY ISSUED ACCOUNTING STANDARDS:

    In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement established accounting and
reporting standards for derivative instruments. The statement requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value. In
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative instruments
and Hedging Activities-Deferral of the Effective Date of Statement 133," which
postponed the adoption date of SFAS No. 133. As such, the Company is required to
adopt the statement effective January 1, 2001. Management has not yet determined
the impact adoption will have on the Company's financial position or results of
operations.

RECLASSIFICATION:

    Certain amounts for the fiscal years ended April 25, 1998, April 24, 1999
and April 29, 2000 have been reclassified to conform to the eight months ended
December 30, 2000 presentation.

                                      F-10
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

3. TRANSITION PERIOD COMPARATIVE DATA:

    The following table presents certain financial information for the eight
months ended December 18, 1999 and December 30, 2000.


<Table>
<Caption>
                                                                        EIGHT MONTHS ENDED
                                                              ---------------------------------------
                                                              DECEMBER 18, 1999    DECEMBER 30, 2000
                                                                  (34 WEEKS)           (35 WEEKS)
                                                              ------------------   ------------------
                                                                 (UNAUDITED)
<S>                                                           <C>                  <C>
Revenues, net...............................................       $236,974             $273,175
Gross profit................................................       $114,592             $133,892
Income before income taxes and minority interest............       $ 39,020             $ 21,023
Provision for income taxes..................................       $ 15,150             $  5,857
Income before minority interest.............................       $ 23,870             $ 15,166
Minority interest...........................................       $    694             $    147
Net income..................................................       $ 23,176             $ 15,019
</Table>


4. REDEEMABLE PREFERRED STOCK:

    The Company issued one million shares of Series A Preferred Stock in
conjunction with the Transaction. Holders of the Series A Preferred Stock are
entitled to receive dividends at an annual rate of 6% payable annually in
arrears. The liquidation preference of the Series A Preferred Stock is $25 per
share. If there is a liquidation, dissolution or winding up, the holders of
shares of Series A Preferred Stock are entitled to be paid out of the Company
assets available for distribution to shareholders an amount in cash equal to the
$25 liquidation preference per share plus all accrued and unpaid dividends prior
to the distribution of any assets to holders of shares of common stock.

    Except as required by law, the holders of the preferred stock have no voting
rights with respect to their shares of preferred stock, except that (1) the
approval of holders of a majority of the outstanding shares of preferred stock,
voting as a class, is required to amend, repeal or change any of the provisions
of the Company's articles of incorporation in any manner that would alter or
change the powers, preferences or special rights of the shares of preferred
stock in a way that would affect them adversely and (2) the consent of each
holder of Series A Preferred Stock is required for any amendment that reduces
the dividend payable on or the liquidation value of the Series A Preferred
Stock.

    At the Company's option, the Company may redeem the Series A Preferred
Stock, in whole or in part, at any time, at a price per share equal to 100% of
its liquidation value plus all accrued and unpaid dividends.

    In addition, the Series A Preferred Stock is redeemable at the option of its
holders upon the occurrence of a change of control or upon a sale of the
Company's common stock by Artal in a registered public offering. If that occurs,
the redemption price will be equal to 100% of the liquidation value plus accrued
and unpaid dividends.

                                      F-11
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5. LONG-TERM DEBT:

<Table>
<Caption>
                                                   APRIL 24, 1999          APRIL 29, 2000       DECEMBER 30, 2000
                                               ----------------------   --------------------   --------------------
                                                           EFFECTIVE               EFFECTIVE              EFFECTIVE
                                               BALANCE       RATE       BALANCE      RATE      BALANCE      RATE
                                               --------   -----------   --------   ---------   --------   ---------
<S>                                            <C>        <C>           <C>        <C>         <C>        <C>
Euro 100.0 million 13% Senior Subordinated
  Notes due 2009.............................  $    --                  $ 91,160     13.00%    $ 94,240     13.00%
U.S. $150.0 million 13% Senior Subordinated
  Notes due 2009.............................       --                   150,000     13.00%     150,000     13.00%
Term A Loan due 2005.........................       --                    71,875      9.22%      65,625      9.81%
Term B Loan due 2006.........................       --                    74,813     10.04%      74,438     10.95%
Transferable Loan Certificate due 2006.......       --                    86,782     10.04%      86,347     10.95%
Promissory Notes.............................   16,664          7-10%         --                     --
                                               -------                  --------               --------
                                                16,664                   474,630                470,650
Less Current Portion.........................    1,164                    14,120                 14,120
                                               -------                  --------               --------
                                               $15,500                  $460,510               $456,530
                                               =======                  ========               ========
</Table>

    In connection with the Transaction, the Company entered into a credit
facility ("Credit Facility") with the Bank of Nova Scotia, Credit Suisse First
Boston and certain other lenders providing (i) a $75.0 million term loan A
facility ("Term Loan A"), (ii) a $75.0 million term loan B facility ("Term Loan
B"), (iii) an $87.0 million transferable loan certificate ("TLC") and (iv) a
revolving credit facility with borrowings up to $30.0 million ("Revolving Credit
Facility"). Borrowings under the Credit Facility are paid quarterly and
initially bear interest at a rate equal to LIBOR plus (a) in the case of Term
Loan A and the Revolving Credit Facility, 3.25% or, at the Company's option, the
alternate base rate, as defined, plus 2.25% or (b) in the case of Term Loan B
and the TLC, 4.00% or, at the Company's option, the alternate base rate plus
3.00%. At December 30, 2000, the interest rates were 9.6% for Term Loan A and
10.7% for Term Loan B and the TLC. All assets of the Company collateralize the
Credit Facility.

    The facility was amended on January 16, 2001 to provide for an additional
$50.0 million in borrowings in connection with the acquisition (see Note 20) of
certain Weight Watchers International, Inc. franchised territories.

    In addition, the Company issued $150.0 million USD denominated and
100.0 million EUR denominated principal amount 13% Senior Subordinated Notes due
2009 (the "Notes") to qualified institutional buyers. At December 30, 2000, the
100.0 million EUR notes translated into $94.2 million USD denominated
equivalent. The impact of the change in foreign exchange rates related to euro
denominated debt are reflected in the income statement. Interest is payable on
the Notes semi-annually on April 1 and October 1 of each year, commencing
April 1, 2000. The Company uses interest rate swaps and foreign currency forward
contracts in association with its debt (see Note 18). The Notes are
uncollateralized senior subordinated obligations of the Company, subordinated in
right of payment to all existing and future senior indebtedness of the Company,
including the Credit Facility. The notes are guaranteed by certain subsidiaries
of the Company.

    The credit facilities contain a number of covenants that, among other
things, restrict the Company's ability to dispose of assets, incur additional
indebtedness, or engage in certain transactions

                                      F-12
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

5. LONG-TERM DEBT: (CONTINUED)
with affiliates and otherwise restrict the Company's corporate activities. In
addition, under the credit facilities, the Company is required to comply with
specified financial ratios and tests, including minimum fixed charge coverage
and interest coverage ratios and maximum leverage ratios.

    The aggregate amounts of existing long-term debt maturing in each of the
next five years and thereafter are as follows:

<Table>
<S>                                                           <C>
2001........................................................  $ 14,120
2002........................................................    14,120
2003........................................................    14,120
2004........................................................    14,120
2005........................................................    17,245
2006 and thereafter.........................................   396,925
                                                              --------
                                                              $470,650
                                                              ========
</Table>

    Effective with the Transaction on September 29, 1999, outstanding lines of
credit were $6.7 million and promissory notes of $16.7 million have been
settled. The lines of credit had a weighted-average interest rate of 5.32%
during 1999. The promissory notes represent amounts due various former
franchisees as a result of the Company acquiring certain franchised operations.

    The Company has guaranteed Term Loans and Letters of Credit of franchisees
that originated as part of a franchisees' acquisition of certain franchised
areas. The balance of the guaranteed indebtedness was $15.5 million as of
April 24, 1999. No such guarantee continues as of December 30, 2000.

6. EARNINGS PER SHARE:

    Basic earnings per share ("EPS") computations are calculated utilizing the
weighted average number of common shares outstanding during the fiscal years and
period presented. Diluted EPS

                                      F-13
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

6. EARNINGS PER SHARE: (CONTINUED)
includes the weighted average number of common shares outstanding and the effect
of common stock equivalents. The following table sets forth the computation of
basic and diluted EPS:


<Table>
<Caption>
                                                                                           EIGHT
                                                            FISCAL YEAR ENDED              MONTHS
                                                    ---------------------------------      ENDED
                                                    APRIL 25,   APRIL 24,   APRIL 29,   DECEMBER 30,
                                                      1998        1999        2000          2000
                                                    ---------   ---------   ---------   ------------
                                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                 <C>         <C>         <C>         <C>
Numerator:
  Net income......................................  $ 23,771    $ 47,982    $ 37,759      $ 15,019
  Preferred stock dividends.......................        --          --         875         1,000
                                                    --------    --------    --------      --------
    Numerator for basic EPS-income available to
      common shareholders.........................  $ 23,771    $ 47,982    $ 36,884      $ 14,019
                                                    ========    ========    ========      ========
    Numerator for diluted EPS-income available to
      common shareholders.........................  $ 23,771    $ 47,982    $ 36,884      $ 14,019
                                                    ========    ========    ========      ========
Denominator:
  Denominator for basic EPS-weighted-average
    shares........................................   276,430     276,430     182,206       111,988
  Effect of dilutive securities:
    Stock options.................................        --          --          --            39
                                                    --------    --------    --------      --------
    Denominator for diluted EPS-adjusted weighted-
      average shares..............................   276,430     276,430     182,206       112,171
                                                    ========    ========    ========      ========
EPS:
  Basic and diluted EPS(*)........................  $   0.09    $   0.17    $   0.20      $   0.13
                                                    ========    ========    ========      ========
</Table>


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


  * Prior to our acquisition by Artal Luxembourg on September 29, 1999, there
    were 4,705 shares of our common stock outstanding. In connection with the
    transactions related to our acquisition, we declared a stock split that
    resulted in 276,428,607 outstanding shares of our common stock. We have
    adjusted our historical statements to reflect the stock split. We then
    repurchased 164,441,039 shares in connection with the transactions so that
    upon completion of our acquisition, there were 111,987,568 shares of our
    common stock outstanding.


7. STOCK PLANS:

WEIGHT WATCHERS INCENTIVE COMPENSATION PLANS

    On December 16, 1999, the Board of Directors adopted the 1999 Stock Purchase
and Option Plan of Weight Watchers International, Inc. and Subsidiaries (the
"Plan"). The Plan is designed to promote the long-term financial interests and
growth of the Company and its subsidiaries by attracting and retaining
management with the ability to contribute to the success of the business. The
Plan is to be administered by the Board of Directors or a committee thereof.


    Under the stock purchase component of the plan discussed above, 1,594,176
shares of common stock were sold to 44 members of the Company's management group
at $2.13 per share.



    Under the option component of the Plan, grants may take the following forms
in the committee's sole discretion: Incentive Stock Options, Other Stock Options
(other than incentive options), Stock


                                      F-14
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

7. STOCK PLANS: (CONTINUED)

Appreciation Rights, Restricted Stock, Purchase Stock, Dividend Equivalent
Rights, Performance Units, Performance Shares and Other Stock-Based Grants. The
maximum number of shares available for grant under this plan shall be 7,058,040
shares of authorized common stock as of the effective date of the Plan.



    Pursuant to the option component of the Plan, the Board of Directors
authorized the Company to enter into agreements under which certain members of
management received Non-Qualified Time and Performance Stock Options providing
them the opportunity to purchase shares of the Company's common stock at an
exercise price of $2.13 per share. The options are exercisable based on the
terms outlined in the agreement.


    The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants for the fiscal year ended April 29, 2000 and for the
eight months ended December 30, 2000: dividend yield of 0%; expected volatility
of risk was 0%; risk free interest rate ranging from 5.91% to 6.65%; and
expected life of 10 years. The exercise price was equivalent to the fair market
value at the date of grant. A summary of the Company's stock option activity is
as follows:


<Table>
<Caption>
                                                  APRIL 29, 2000       DECEMBER 30, 2000
                                               --------------------   --------------------
                                                           WEIGHTED               WEIGHTED
                                                           AVERAGE                AVERAGE
                                               NUMBER OF   EXERCISE   NUMBER OF   EXERCISE
                                                SHARES      PRICE      SHARES      PRICE
                                               ---------   --------   ---------   --------
<S>                                            <C>         <C>        <C>         <C>
Options outstanding,
  Beginning of year..........................         --              4,933,570    $2.13
  Granted....................................  4,933,570    $2.13       494,063    $2.13
  Exercised..................................         --                     --
  Cancelled..................................         --                127,045    $2.13
Options outstanding, end of year.............  4,933,570    $2.13     5,300,588    $2.13
Options exercisable, end of year.............    164,452    $2.13     1,325,147    $2.13
Options available for grant, end of year.....    712,862    $2.13       345,844    $2.13

Weighted-average fair value of options
  granted during the Year....................         --    $1.03                  $0.98
</Table>


    The weighted average remaining contractual life of options outstanding at
December 30, 2000 was 8.9 years.

WEIGHTWATCHERS.COM STOCK INCENTIVE PLAN OF WEIGHT WATCHERS INTERNATIONAL, INC.
  AND SUBSIDIARIES

    In April 2000, the Board of Directors adopted the WeightWatchers.com Stock
Incentive Plan of Weight Watchers International, Inc. and Subsidiaries, pursuant
to which selected employees were granted options to purchase shares of common
stock of WeightWatchers.com, Inc. that are owned by the Company. The number of
shares available for grant under this plan is 400,000 shares of authorized
common stock of WeightWatchers.com, Inc. All options vest over a period of time,
however, vesting of certain options may be accelerated if the Company achieves
specified performance levels.

                                      F-15
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

7. STOCK PLANS: (CONTINUED)
    The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions used for grants for the fiscal year ended April 29, 2000 and for the
eight months ended December 30, 2000: dividend yield of 0%; expected volatility
of risk was 0%; risk free interest rate ranging from 5.91% to 6.49%; and
expected life of ten years. A summary of the Company's stock option activity is
as follows:

<Table>
<Caption>
                                                   APRIL 29, 2000       DECEMBER 30, 2000
                                                --------------------   --------------------
                                                            WEIGHTED               WEIGHTED
                                                            AVERAGE                AVERAGE
                                                NUMBER OF   EXERCISE   NUMBER OF   EXERCISE
                                                 SHARES      PRICE      SHARES      PRICE
                                                ---------   --------   ---------   --------
<S>                                             <C>         <C>        <C>         <C>
Options outstanding,
  Beginning of year...........................        --                158,704     $0.50
  Granted.....................................   158,704     $0.50       14,231     $0.50
  Exercised...................................        --                     --
  Cancelled...................................        --                     --
Options outstanding, end of year..............   158,704     $0.50      172,935     $0.50
Options exercisable, end of year..............        --     $0.50       43,234     $0.50
Options available for grant, end of year......   241,296     $0.50      227,065     $0.50

Weighted-average fair value of options granted
  during the year/period......................               $0.16                  $0.23
</Table>

    The weighted average remaining contractual life of options outstanding at
December 30, 2000 was 9.3 years.

    The pro forma effect of SFAS No. 123 on the Company's financial statements
would have been as follows under the 1999 Stock Purchase and Option Plan of
Weight Watchers International, Inc. and Subsidiaries and the WeightWatchers.com
Stock Incentive Plan of Weight Watchers International, Inc. and Subsidiaries.

<Table>
<Caption>
                                                              FISCAL YEAR   EIGHT MONTHS
                                                                 ENDED          ENDED
                                                               APRIL 29,    DECEMBER 30,
                                                                 2000           2000
                                                              -----------   -------------
<S>                                                           <C>           <C>
Net Income:
  As reported...............................................    $37,759         $15,019
  Pro forma.................................................    $37,170         $14,984
</Table>

HEINZ INCENTIVE COMPENSATION PLANS--PRIOR TO THE TRANSACTION

    Certain qualifying employees of the Company were granted options to purchase
Heinz common stock under Heinz's stock option plans. These options under the
Plan have been granted at not less than market prices on the date of grant.
Stock options granted have a maximum term of ten years. Vesting occurs from one
to three years after the date of grant. Beginning in fiscal 1998, in order to
place greater emphasis on creation of shareholder value, performance-accelerated
stock options were

                                      F-16
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

7. STOCK PLANS: (CONTINUED)
granted to certain key executives. These options vest eight years after the
grant date, subject to acceleration if predetermined share price goals are
achieved.

    The pro forma effect of SFAS No. 123 on the Company's financial statements
would have been as follows:

<Table>
<Caption>
                                                                     FISCAL YEAR ENDED
                                                             ---------------------------------
                                                             APRIL 25, 1998    APRIL 24, 1999
                                                             ---------------   ---------------
<S>                                                          <C>               <C>
As reported................................................      $23,771           $47,982
Pro forma..................................................       23,485            47,621
</Table>

    The fair value of each option is estimated on the date of grant using the
Black-Scholes option pricing model with the following weight-average
assumptions:

<Table>
<Caption>
                                                                     FISCAL YEAR ENDED
                                                             ---------------------------------
                                                             APRIL 25, 1998    APRIL 24, 1999
                                                             ---------------   ---------------
<S>                                                          <C>               <C>
Dividend yield.............................................        2.5%              2.5%
Volatility.................................................       20.0              22.0
Risk-free interest rate....................................        6.2               5.1
Expected term (years)......................................        5.0               5.0
</Table>

8. EMPLOYEE BENEFIT PLANS:

WEIGHT WATCHERS SPONSORED PLANS:

    Effective September 29, 1999, the net assets of the Heinz sponsored employee
savings plan were transferred to the Weight Watchers sponsored plan upon
execution of the Transaction. The Company sponsors the Weight Watchers Savings
Plan (the "Savings Plan") for salaried and hourly employees. The Savings Plan is
a defined contribution plan which provides for employer matching contributions
up to 100% of the first 3% of an employee's eligible compensation. The Savings
Plan also permits employees to contribute between 1% and 13% of eligible
compensation on a pre-tax basis. Company contributions for the fiscal year ended
April 29, 2000 and the eight months ended December 30, 2000 were $1.0 million
and $0.5 million respectively.

    The Company sponsors the Weight Watchers Profit Sharing Plan (the "Profit
Sharing Plan") for all full-time salaried employees who are eligible to
participate in the Savings Plan (except for certain senior management
personnel). The Profit Sharing Plan provides for a guaranteed monthly employer
contribution on behalf of each participant based on the participant's age and a
percentage of the participant's eligible compensation. The Profit Sharing Plan
has a supplemental employer contribution component, based on the Company's
achievement of certain annual performance targets, which are determined annually
by the Company's Board of Directors. The Company also reserves the right to make
additional discretionary contributions to the Profit Sharing Plan.

    For certain senior management personnel, the Company sponsors the Weight
Watchers Executive Profit Sharing Plan. Under the Internal Revenue Service
("IRS") definition this plan is considered a Nonqualified Deferred Compensation
Plan. There is a promise of payment by the Company made on

                                      F-17
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8. EMPLOYEE BENEFIT PLANS: (CONTINUED)
the employees' behalf instead of an individual account with a cash balance. The
account is valued at the end of each fiscal month, based on an annualized
interest rate of prime plus 2%, with an annualized cap of 15%.

    The Company is currently applying for a determination letter to qualify the
Savings Plan under Section 401(a) of the IRS Code. It is the Company's opinion
that the IRS will issue a favorable determination letter as to the qualified
status of the Savings Plan.

HEINZ SPONSORED PLANS--PRIOR TO THE TRANSACTION:

    Domestic employees participate in certain defined pension plans, a defined
contribution 401(k) savings plan and, for employees affected by certain IRS
limits, a section 415 Excess Plan, all of which are sponsored by Heinz. The
Company also provides post-retirement health care and life insurance benefits
for employees who meet the eligibility requirements of the Heinz plans. Retirees
share in the cost of these benefits based on age and years of service.

    Company contributions to the Heinz Savings Plan include a qualified
age-related contribution and a matching of the employee's contribution, up to a
specified amount.

    The following amounts were included in the Company's result of operations:

<Table>
<Caption>
                                                                    FISCAL YEAR ENDED
                                                            ---------------------------------
                                                            APRIL 25,   APRIL 24,   APRIL 29,
                                                              1998        1999        2000
                                                            ---------   ---------   ---------
<S>                                                         <C>         <C>         <C>
Defined Benefit Pension Plans.............................   $  726      $1,456       $421
Defined Benefit Postretirement Medical....................   $  261      $  577       $253
Savings Plan..............................................   $1,668      $2,170       $994
</Table>

    In addition, foreign employees participate in certain Company sponsored
pension plans and such charges, which are included in the results of operations,
are not material.

9. WEIGHTWATCHERS.COM WARRANT AND NOTE AGREEMENT:

    On September 29, 1999, the Company entered into a subscription agreement
with WeightWatchers.com, Artal and Heinz under which Artal, Heinz and the
Company purchased common stock of WeightWatchers.com for a nominal amount. At
that date, the Company owned approximately 19.8% of WeightWatchers.com's common
stock while Artal and Heinz owned 72.1% and 4.8%, respectively, of
WeightWatchers.com's common stock.


    Under a warrant agreement dated November 24, 1999 entered into between
WeightWatchers.com and the Company, the Company received warrants to purchase an
additional 4,217,220 shares of WeightWatchers.com's common stock in connection
with the loans that the Company has made to WeightWatchers.com under the
WeightWatchers.com note described below. These warrants expire on November 24,
2009 and may be exercised at a price of $7.14 per share of WeightWatchers.com's
common stock until then. The exercise price and the number of shares of
WeightWatchers.com's common stock available for purchase upon exercise of the
warrants may be adjusted from time to time upon the occurrence of certain
events.


                                      F-18
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9. WEIGHTWATCHERS.COM WARRANT AND NOTE AGREEMENT: (CONTINUED)

    Under a warrant agreement dated October 1, 2000 entered into between
WeightWatchers.com and the Company, the Company received warrants to purchase an
additional 1,200,000 shares of WeightWatchers.com's common stock in connection
with the loans that the Company made to WeightWatchers.com under the
WeightWatchers.com note described below. These warrants expire on October 1,
2010 and may be exercised at a price of $7.14 per share of WeightWatchers.com's
common stock until then. The exercise price and the number shares of
WeightWatchers.com's common stock available for purchase upon exercise of the
warrants may be adjusted from time to time upon the occurrence of certain
events.


    On October 1, 2000, the Company amended its loan agreement with Weight
Watchers.com increasing the aggregate principal amount from $10.0 million to
$23.5 million. On that date, the unpaid principal and accumulated interest was
rolled over into the new loan. The amount may be advanced at any time or from
time to time prior to July 31, 2003. The note bears interest at 13% per year.
All principal and interest outstanding under the note are scheduled to be
payable on September 30, 2003. The note may be prepaid at any time in whole or
in part, without premium or penalty. Pursuant to the note the Company has
advanced WeightWatchers.com $2.0 million during the fiscal year ended April 29,
2000 and $14.8 million during the eight months ended December 30, 2000. As of
December 30, 2000, $16.8 million of principal and $0.8 million of interest was
charged to other expenses.

10. RESTRUCTURING CHARGES:

    During the fourth quarter of fiscal 1997, the Company announced a
reorganization and restructuring program. The reorganization plan was designed
to strengthen the Company's classroom business and improve profitability and
global growth.

    Charges related to the restructuring were recognized to reflect the exit
from the Personal Cuisine Food Option in United States Company-owned locations,
the relocation of classes from certain fixed retail outlets to traveling
locations, and other initiatives involving the exit of certain under-performing
business and product lines.

    Restructuring and related costs recorded in fiscal 1997 totalled
$51.7 million pretax. Pretax charges of $49.7 million were classified as
classroom operating expenses and $2.0 million as selling, general and

                                      F-19
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

10. RESTRUCTURING CHARGES: (CONTINUED)
administrative expenses. The major components of the fiscal 1997 charges and the
remaining accrual balances were as follows:

<Table>
<Caption>
                                                             EMPLOYEE
                                                            TERMINATION                EXIST COSTS
                                               NON-CASH         AND       --------------------------------------
                                                 ASSET       SEVERANCE     ACCRUED     IMPLEMENTATION
                                              WRITE-DOWNS      COSTS      EXIT COSTS       COSTS         TOTAL
                                              -----------   -----------   ----------   --------------   --------
<S>                                           <C>           <C>           <C>          <C>              <C>
Accrued restructuring costs--
Initial charge--1997........................    $ 27,402      $ 4,723       $19,569         $  --       $ 51,694
Amounts utilized--1997......................     (27,402)        (339)          (46)           --        (27,787)
                                                --------      -------       -------         -----       --------
Accrued restructuring costs--April 26,
  1997......................................          --        4,384        19,523            --         23,907
Implementation costs--1998..................          --           --            --           999            999
Amounts utilized--1998......................          --       (3,709)       (8,553)         (999)       (13,261)
                                                --------      -------       -------         -----       --------
Accrued restructuring costs--April 25,
  1998......................................          --          675        10,970            --         11,645
Implementation costs--1999..................          --           --            --            32             32
Amounts utilized--1999......................          --         (186)       (3,769)          (32)        (3,987)
                                                --------      -------       -------         -----       --------
Accrued restructuring costs--April 24,
  1999......................................          --          489         7,201            --          7,690
Amounts utilized--2000......................          --           --        (2,904)           --         (2,904)
                                                --------      -------       -------         -----       --------
Accrued restructuring costs--April 29,
  2000......................................          --          489         4,297            --          4,786
Amounts utilized--Apr 30--Dec 30, 2000......          --         (489)       (1,812)           --         (2,301)
                                                --------      -------       -------         -----       --------
Accrued restructuring costs--December 30,
  2000......................................    $     --      $    --       $ 2,485         $  --       $  2,485
                                                ========      =======       =======         =====       ========
</Table>

    Asset write-downs of $16.9 million consisted primarily of fixed assets and
other long-term asset impairments that were recorded as a direct result of the
Company's decision to exit businesses or facilities. Such assets were written
down based on management's estimate of fair value. Write-downs of $10.5 million
were also recognized for estimated losses from disposals of classroom
inventories, packaging materials and other assets related to product line
rationalizations and process changes as a direct result of the Company's
decision to exit businesses or facilities.

    Employee severance costs include charges related to both involuntary
terminations and involuntary terminations. As part of the voluntary termination
agreements, enhanced retirement benefits were offered to the affected employees.
These amounts were included in the Employee Termination and Severance costs
component of the restructuring charge.

    Exit costs consist primarily of contract and lease termination costs
associated with the Company's decision to exit the activities described above.
The remaining accrued exit costs will be utilized through 2002.

    The results for 1998 included costs related to the implementation of the
restructuring program of $999 pretax, which were classified as selling, general
and administrative expenses. These costs consist primarily of center relocation
and training. The results for 1999 included costs related to the implementation
of the restructuring program of $32 pretax, which were classified as selling,
general and administrative expenses. These costs consist primarily of relocation
and training costs.

                                      F-20
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11. PROPERTY AND EQUIPMENT:

    The components of property and equipment were:

<Table>
<Caption>
                                              APRIL 24, 1999    APRIL 29, 2000    DECEMBER 30, 2000
                                              ---------------   ---------------   ------------------
<S>                                           <C>               <C>               <C>
Leasehold improvements......................      $18,343           $17,954             $19,218
Equipment...................................       36,559            30,900              31,921
                                                  -------           -------             -------
                                                   54,902            48,854              51,139
Less: Accumulated depreciation and
  amortization..............................       46,428            41,911              43,006
                                                  -------           -------             -------
                                                    8,474             6,943               8,133
Construction in progress....................          251                58                  12
                                                  -------           -------             -------
                                                  $ 8,725           $ 7,001             $ 8,145
                                                  =======           =======             =======
</Table>

    Depreciation and amortization expense of property and equipment for the
fiscal years ended April 25, 1998, April 24, 1999 and April 29, 2000 and for the
eight months ended December 30, 2000 was $3.3 million, $3.6 million,
$2.9 million and $2.1 million, respectively.

12. RELATED PARTY TRANSACTIONS:

    On November 30, 1999, the Company entered into an agreement with Nellson
Nutraceutical, Inc. ("Nellson"), a wholly-owned subsidiary of Artal, to purchase
nutrition bar products manufactured by Nellson for sale at the Company's
meetings. Under the agreement, Nellson agrees to produce sufficient nutrition
bar products to fill the Company's purchase orders within 30 days of receipt.
The Company is not bound to purchase a minimum quantity of nutrition bar
products. The term of the agreement is one year and the Company may renew the
agreement for successive one-year periods by providing written notice to
Nellson. The provisions of the agreement are comparable to those the Company
would receive from a third party. Total purchases from Nellson for the eight
months ended December 30, 2000 and for the fiscal year ended April 29, 2000 were
$4.9 million and $4.3 million, respectively.

    At the closing of the Transaction, the Company granted to Heinz an
exclusive, worldwide, royalty-free license to use the Custodial Trademarks (or
any portion covering food and beverage products) in connection with Heinz
licensed products. Heinz will pay the Company an annual fee of $1.2 million for
five years in exchange for the Company serving as the custodian of the Custodial
Trademarks.

    Prior to the Transaction, the following related party transactions existed.

    Certain of Heinz' general and administrative expenses were allocated to the
Company. Total costs allocated include charges for salaries of corporate
officers and staff and other Heinz corporate overhead. Total costs charged to
the Company for these services were $1.8 million, $2.2 million and $1.0 million
for the fiscal years ended April 25, 1998, April 24, 1999 and April 29, 2000,
respectively.

    In addition, Heinz charged the Company for its share of group health
insurance costs for eligible Company employees based upon location specific
costs, overall insurance costs and loss experience

                                      F-21
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

12. RELATED PARTY TRANSACTIONS: (CONTINUED)
incurred during a calendar year. In addition, various other insurance coverages
were also provided to the Company through Heinz' consolidated programs. Workers
compensation, auto, property, product liability and other insurance coverages
are charged directly based on the Company's loss experience. Amounts charged to
the Company for insurance costs were $4.2 million, $4.3 million and
$3.8 million for the fiscal years ended April 25, 1998, April 24, 1999 and
April 29, 2000, respectively, and are recorded in selling, general and
administrative expenses in the accompanying statement of operations.

    Total costs charged to the Company by Heinz for other miscellaneous services
were $579 thousand, $520 thousand and $93 thousand for the fiscal years ended
April 25, 1998, April 24, 1999 and April 29, 2000, respectively, and were
recorded in selling, general and administrative expenses in the accompanying
statement of operations.

    The Company maintained a cash management arrangement with Heinz. On a daily
basis, all available domestic cash was deposited and disbursements were
withdrawn. Heinz charged the Company interest on the average daily balance
maintained in an intercompany account. Net interest expense related to this
arrangement included in the statement of operations was $965 thousand,
$3.1 million and $1.7 million for the fiscal years ended April 25, 1998,
April 24, 1999 and April 29, 2000, respectively. The interest rate charged to or
received by the Company was 6.25% for fiscal years ended April 25, 1998 and
April 24, 1999 and 5.5% for the fiscal year ended April 29, 2000.

    Substantially all of the due from related parties of $133.8 million at
April 24, 1999 represents a note receivable from an affiliate of Heinz which was
repaid in June 1999. Interest income reflected in the statement of operations
related to this note receivable was $9.6 million and $10.0 million, for the
fiscal years ended April 25, 1998 and April 24, 1999 respectively. The interest
rate charged by the Company was LIBOR plus 25 basis points in both years.

    Short-term borrowings due to an affiliate of Heinz of $16.3 million at
April 24, 1999 represented a note payable due April 28, 1999. Interest expense
related to the note payable was $1.0 million for the fiscal year ended
April 24, 1999 and $35 thousand for the fiscal year ended April 29, 2000.

    Long-term borrowings of $52.5 million due to a related party were
contributed to capital during the fiscal year ended April 25, 1998. Interest
expense related to these long-term borrowings was $961 thousand and the interest
rate was 10.5%.

    Pension costs and postretirement costs are also charged to the Company based
upon eligible employees participating in the Plans. See also Note 7.

                                      F-22
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13. INCOME TAXES:

    The following tables summarizes the provision (benefit) for U.S. federal,
state and foreign taxes on income:

<Table>
<Caption>
                                                                FISCAL YEAR ENDED             EIGHT MONTHS
                                                       ------------------------------------       ENDED
                                                       APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                                          1998         1999         2000          2000
                                                       ----------   ----------   ----------   -------------
<S>                                                    <C>          <C>          <C>          <C>
Current:
  U.S. federal.......................................    $(4,798)     $11,997      $ 5,727       $  234
  State..............................................        346        3,247        2,464          200
  Foreign............................................      8,858       11,837       11,591        5,319
                                                         -------      -------      -------       ------
                                                           4,406       27,081       19,782        5,753
                                                         -------      -------      -------       ------
Deferred:
  U.S. federal.......................................     10,493        6,368        7,800           --
  State..............................................        502          312          368           --
  Foreign............................................      4,568        2,599          373          104
                                                         -------      -------      -------       ------
                                                          15,563        9,279        8,541          104
                                                         -------      -------      -------       ------
Total tax provision..................................    $19,969      $36,360      $28,323       $5,857
                                                         =======      =======      =======       ======
</Table>

    The components of income before income taxes and minority interest consist
of the following:


<Table>
<Caption>
                                                                FISCAL YEAR ENDED             EIGHT MONTHS
                                                       ------------------------------------       ENDED
                                                       APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                                          1998         1999         2000          2000
                                                       ----------   ----------   ----------   -------------
<S>                                                    <C>          <C>          <C>          <C>
Domestic.............................................    $13,143      $48,199      $33,538       $ 9,399
Foreign..............................................     31,442       37,636       33,378        11,624
                                                         -------      -------      -------       -------
                                                         $44,585      $85,835      $66,916       $21,023
                                                         =======      =======      =======       =======
</Table>


    The difference between the U.S. federal statutory tax rate and the Company's
consolidated effective tax rate are as follows:

<Table>
<Caption>
                                                                 FISCAL YEAR ENDED             EIGHT MONTHS
                                                        ------------------------------------       ENDED
                                                        APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                                           1998         1999         2000          2000
                                                        ----------   ----------   ----------   -------------
<S>                                                     <C>          <C>          <C>          <C>
U.S. federal statutory rate...........................     35.0%        35.0%        35.0%           35.0%
Foreign income taxes..................................      7.2          3.5          1.7             4.0
States' income taxes (net of federal benefit).........      1.6          2.7          2.6             0.6
Goodwill amortization.................................      1.7          0.8          0.4             1.0
Other.................................................     (0.7)         0.4          2.6             1.3
Valuation allowance...................................       --           --           --           (14.0)
                                                           ----         ----         ----           -----
Effective tax rate....................................     44.8%        42.4%        42.3%           27.9%
                                                           ====         ====         ====           =====
</Table>

                                      F-23
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

13. INCOME TAXES: (CONTINUED)
    The deferred tax assets and deferred tax (liabilities) recorded on the
balance sheet as of April 24, 1999, April 29, 2000 and December 30, 2000 are as
follows:


<Table>
<Caption>
                                                      APRIL 24,    APRIL 29,    DECEMBER 30,
                                                         1999         2000          2000
                                                      ----------   ----------   -------------
<S>                                                   <C>          <C>          <C>
Depreciation........................................   $     --     $    304      $    333
Provision for estimated expenses....................      3,288        1,771         2,702
Operating loss carryforwards........................      4,430        4,369           953
Transaction expenses................................         --        2,933            --
Benefits plans......................................      5,878           --            --
WeightWatchers.com loan.............................         --           --         6,513
Other...............................................      1,998          216           143
Amortization........................................         --      135,329       139,642
Less: Valuation allowance...........................       (630)     (71,979)      (71,903)
                                                       --------     --------      --------
Total deferred tax assets...........................     14,964       72,943        78,383
                                                       --------     --------      --------
Transaction expenses................................         --           --        (4,374)
Depreciation/amortization...........................     (9,620)          --            --
Deferred income.....................................     (3,767)      (4,985)       (5,764)
Other...............................................     (2,063)      (3,231)       (3,497)
                                                       --------     --------      --------
Total deferred tax liabilities......................    (15,450)      (8,216)      (13,635)
                                                       --------     --------      --------
Net deferred tax assets (liabilities)...............   $   (486)    $ 64,727      $ 64,748
                                                       ========     ========      ========
</Table>


    Having utilized approximately $9.2 million in the current year, remaining
net operating loss carryforwards at December 30, 2000 totalled $2.6 million, all
of which will expire by 2019. Further, the Company will be subject to the
federal alternative minimum tax (AMT) for the current year, resulting in an AMT
credit carryforward at December 30, 2000 of approximately $0.2 million, which
can be carried forward indefinitely and used to offset taxable income in future
years to the extent the Company is not subject to AMT.

    As of December 30, 2000, the Company has provided for a valuation allowance
for its deferred tax assets. Although realization is not assured, management
believes it is more likely than not, that the net deferred tax assets will be
realized. The determination of the net deferred tax assets deemed realizable was
based on available historical evidence, and estimates of future taxable income.
This amount may be subject to adjustment based on changes to those factors in
future years.

    On September 29, 1999 the Company effected a recapitalization and stock
purchase agreement with its former parent, Heinz. For U.S. tax purposes, the
transaction was treated as a taxable sale under IRC Section 338(h)(10),
resulting in a step-up in the tax basis of net assets. The step-up in tax basis
as finally determined upon filing of the Section 338(h)(10) election during the
current year resulted in an additional deferred tax asset of approximately
$3.3 million, with an offsetting adjustment to the valuation allowance.

    Undistributed earnings of foreign subsidiaries considered to be reinvested
permanently, for which no deferred taxes are provided, amounted to
$27.2 million as of December 30, 2000.

                                      F-24
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

14. CASH FLOW INFORMATION:

<Table>
<Caption>
                                                                                           EIGHT
                                                         FISCAL YEAR ENDED                MONTHS
                                                ------------------------------------       ENDED
                                                APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                                   1998         1999         2000          2000
                                                ----------   ----------   ----------   -------------
<S>                                             <C>          <C>          <C>          <C>
Net cash paid during the year for:
  Interest expense............................    $ 5,818      $2,748       $31,402       $31,639
  Income taxes................................    $ 4,706      $5,380       $13,601       $ 8,405
Noncash investing and financing activities
  were as follows:
  Deferred tax asset recorded as a component
    of shareholders' deficit in conjunction
    with the recapitalization of the
    Company...................................         --          --       $72,100            --
  Redeemable preferred stock issued to
    Heinz.....................................         --          --       $25,875            --
  Contribution of related party debt to
    capital...................................    $52,500          --            --            --
  Reduction of existing receivable in
    connection with the acquisition of
    minority interest.........................         --          --            --       $ 1,124
</Table>

15. COMMITMENTS AND CONTINGENCIES:

LEGAL:

    Due to the nature of its activities, the Company is, at times, subject to
pending and threatened legal actions which arise during the normal course of
business. In the opinion of management, based in part upon advice of legal
counsel, the disposition of such matters will not have a material effect on the
consolidated financial statements.

LEASE COMMITMENTS:

    Minimum rental commitments under non-cancelable operating leases, primarily
for office and rental facilities at December 30, 2000, consists of the
following:

<Table>
<S>                                                           <C>
2001........................................................  $12,677
2002........................................................    7,922
2003........................................................    5,241
2004........................................................    3,659
2005........................................................    3,373
2006 and thereafter.........................................   18,913
                                                              -------
Total.......................................................  $51,785
                                                              =======
</Table>

    Total rent expense charged to operations under these leases for the fiscal
years ended April 25, 1998, April 24, 1999 and April 29, 2000 and for the eight
months ended December 30, 2000 was approximately $10.3 million, $11.0 million,
$12.3 million and $8.2 million, respectively.

                                      F-25
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

15. COMMITMENTS AND CONTINGENCIES: (CONTINUED)
REPURCHASE AGREEMENTS:

    The Company is a party to a repurchase agreement related to the 10% minority
interest in the classroom operation of Finland. Pursuant to this agreement, the
Company may elect or be required to repurchase the minority shareholders'
interest in this operation. If the Company repurchases the minority interest
within five years of the original sale, the repurchase price is based on the
original sales price times the increase in the consumer price index since the
date of the sale. If the Company repurchases the minority interest after five
years from the original sale, the repurchase price is based on a multiple of the
average operating income during the last three years. On August 1, 2000 the
Company repurchased the remaining 10% minority interest of the Sweden. The
acquisition was financed with $2.4 million of cash plus $1.1 million reduction
of an existing receivable from the minority owner resulting in goodwill of
$3.5 million.

16. FRANCHISE PROFIT SHARING FUND:

    The Company's franchise agreement with certain North American franchisees
provides for an annual franchise profit sharing distribution based upon
specified formulas. In October 2000, the Company reached an agreement with
certain franchisees regarding the sharing of profits of prior and future product
sales. The settlement provided for a payment of approximately $3.8 million
during the eight months ended December 30, 2000 and releases the Company from
any future obligations to the franchisees under profit sharing arrangements
dating back to 1969. Profit sharing expense under this arrangement for the
fiscal years ended April 25, 1998, April 24, 1999 and April 29, 2000 was
$0.7 million, $0.8 million and $0.4 million, respectively. Unpaid amounts are
included in accrued liabilities.

17. SEGMENT AND GEOGRAPHIC DATA:

    The Company is engaged principally in one line of business, i.e., weight
control. The following table presents information about the Company by
geographic area. There were no material amounts of sales or transfers among
geographic areas and no material amounts of United States export sales.

<Table>
<Caption>
                                                               EXTERNAL SALES
                                            ----------------------------------------------------
                                                                                       EIGHT
                                                     FISCAL YEAR ENDED                MONTHS
                                            ------------------------------------       ENDED
                                            APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                               1998         1999         2000          2000
                                            ----------   ----------   ----------   -------------
<S>                                         <C>          <C>          <C>          <C>
United States.............................   $143,765     $189,366     $207,256      $150,199
United Kingdom............................     73,146       76,143       90,778        55,945
Continental Europe........................     54,850       65,119       66,524        48,306
Other International.......................     25,484       33,980       35,016        18,725
                                             --------     --------     --------      --------
                                             $297,245     $364,608     $399,574      $273,175
                                             ========     ========     ========      ========
</Table>

                                      F-26
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

17. SEGMENT AND GEOGRAPHIC DATA: (CONTINUED)

<Table>
<Caption>
                                                             LONG-LIVED ASSETS
                                            ----------------------------------------------------
                                            APRIL 25,    APRIL 24,    APRIL 29,    DECEMBER 30,
                                               1998         1999         2000          2000
                                            ----------   ----------   ----------   -------------
<S>                                         <C>          <C>          <C>          <C>
United States.............................   $155,360     $149,054     $142,675      $142,641
United Kingdom............................      1,272        1,198          949         2,737
Continental Europe........................      2,463        2,422        1,973         1,914
Other International.......................      8,208        7,878       21,132        18,402
                                             --------     --------     --------      --------
                                             $167,303     $160,552     $166,729      $165,694
                                             ========     ========     ========      ========
</Table>

18. FINANCIAL INSTRUMENTS:

FAIR VALUE OF FINANCIAL INSTRUMENTS:

    The Company's significant financial instruments include cash and cash
equivalents, short-and-long-term debt, current and noncurrent notes receivable,
currency exchange agreements and guarantees.

    In evaluating the fair value of significant financial instruments, the
Company generally uses quoted market prices of the same or similar instruments
or calculates an estimated fair value on a discounted cash flow basis using the
rates available for instruments with the same remaining maturities. As of
December 30, 2000, the fair value of financial instruments held by the Company
approximated the recorded value. Based on the current interest rates, management
believes that the carrying amount of the Company's debt approximates fair market
value.

FOREIGN CURRENCY CONTRACTS:

    As of April 29, 2000 and December 30, 2000, the Company held currency and
interest rate swap contracts to purchase certain foreign currencies totalling
$139.4 million and $158.1 million, respectively. The Company also held separate
currency and interest rate swap contracts to sell foreign currencies of
$138.9 million and $163.5 million, respectively. Net unrealized gains (losses)
associated with the Company's foreign currency contracts were ($0.5) million and
$5.9 million, respectively.

19. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

    The change in the Company's fiscal year end resulted in the elimination of
the one month lag for certain foreign subsidiaries and is effective retroactive
to April 30, 2000 which results in the quarterly data presented herein to differ
from that previously reported on the July 29, 2000 and October 28, 2000
Form 10-Q's. The change from the previous Form 10-Q's for revenue is an increase
of $469 and a decrease of $6,469 for the quarters ended July 29 and October 28,
2000, respectively. The change for operating income is an increase of $2,374 and
an increase of $2,443 for the quarters ended July 29 and

                                      F-27
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

19. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
October 28, 2000, respectively. The change for net income is an increase of
$1,736 and an increase of $1,816 for the quarters ended, July 29 and
October 28, 2000, respectively.

<Table>
<Caption>
                                               FIRST QUARTER   SECOND QUARTER   THIRD QUARTER   FOURTH QUARTER
                                               -------------   --------------   -------------   --------------
<S>                                            <C>             <C>              <C>             <C>
FISCAL YEAR ENDED APRIL 24, 1999
  Revenues...................................     $84,036         $79,966          $89,403         $111,203
  Operating income...........................     $22,488         $14,505          $20,118         $ 26,804
  Net income.................................     $12,708         $ 8,227          $11,506         $ 15,541

FISCAL YEAR ENDED APRIL 29, 2000
  Revenues...................................     $92,174         $84,031          $90,507         $132,862
  Operating income...........................     $28,302         $10,508          $14,719         $ 34,115
  Net income.................................     $17,095         $ 2,239          $   912         $ 17,513
</Table>

<Table>
<Caption>
                                                                                               TWO MONTHS
                                                                                                 ENDED
                                                          FIRST QUARTER   SECOND QUARTER   DECEMBER 30, 2000
                                                          -------------   --------------   ------------------
<S>                                                       <C>             <C>              <C>
EIGHT-MONTH PERIOD ENDED DECEMBER 30, 2000
  Revenues..............................................     $103,073        $107,582           $62,520
  Operating income......................................     $ 36,626        $ 27,648           $10,410
  Net income (loss).....................................     $ 13,705        $ 10,908           $(9,594)
</Table>

20. SUBSEQUENT EVENT

   On January 16, 2001 the Company completed the acquisition of the Weight
Watchers franchised territories and certain business assets of Weighco
Enterprises, Inc., Weighco of Northwest, Inc., and Weighco of Southwest, Inc.
pursuant to the terms of the Asset Purchase Agreement, dated as of December 11,
2000 among Weighco Enterprises, Inc., Weighco of Northwest, Inc., and Weighco of
Southwest, Inc., the Company and Weight Watchers North America, Inc., a
wholly-owned subsidiary of the Company.

    The transaction will be accounted for by the purchase method of accounting.
Substantially all of the purchase price in excess of the net assets acquired
will be recorded as goodwill.

    The purchase price for the acquisition was $83.8 million. Of this amount,
the Company obtained $60.0 million pursuant to the Amended and Restated Credit
Agreement, dated as of January 16, 2001 among Weight Watchers
International, Inc., WW Funding Corp. and various financial institutions.


21. STOCK SPLIT



    On October 26, 2001, the Company's Board of Directors declared a
4.70536-for-one stock split to be effective concurrent with the effective date
of the registration filed by the Company in connection with its initial public
offering. In addition, the Company's Articles of Incorporation will be amended
to authorize the issuance of up to one billion shares of common stock, no par
value, upon filing of the registration statement.



    All common share and per share amounts have been retroactively restated to
account for the stock split. In addition, stock options and the respective
exercise prices have been amended to reflect this split.


                                      F-28
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


22. GUARANTOR SUBSIDIARIES


    The Company's payment obligations under the Senior Subordinated Notes are
fully and unconditionally guaranteed on a joint and several basis by the
following wholly-owned subsidiaries: 58 WW Food Corp.; Waist Watchers, Inc.;
Weight Watchers Camps, Inc.; W.W. Camps and Spas, Inc.; Weight Watchers
Direct, Inc.; W/W Twenty first Corporation; W.W. Weight Reduction
Services, Inc.; W.W.I. European Services Ltd.; W.W. Inventory Service Corp.;
Weight Watchers North America, Inc.; Weight Watchers UK Holdings Ltd.; Weight
Watchers International Holdings Ltd.; Weight Watchers (U.K.) Limited; Weight
Watchers (Exercise) Ltd.; Weight Watchers (Accessories & Publications) Ltd.;
Weight Watchers (Food Products) Limited; Weight Watchers New Zealand Limited;
Weight Watchers International Pty Limited; Fortuity Pty Ltd; and Gutbusters
Pty Ltd. (collectively, the "Guarantor Subsidiaries"). The obligations of each
Guarantor Subsidiary under its guarantee of the Notes are subordinated to such
subsidiary's obligations under its guarantee of the new senior credit facility.

    Presented below is condensed consolidating financial information for Weight
Watchers International, Inc. ("Parent Company"), the Guarantor Subsidiaries and
the Non-Guarantor Subsidiaries (primarily companies incorporated in European
countries other than the United Kingdom). In the Company's opinion, separate
financial statements and other disclosures concerning each of the Guarantor
Subsidiaries would not provide additional information that is material to
investors. Therefore, the Guarantor Subsidiaries are combined in the
presentation below.

    Investments in subsidiaries are accounted for by the Parent Company on the
equity method of accounting. Earnings of subsidiaries are, therefore, reflected
in the Parent Company's investments in subsidiaries' accounts. The elimination
entries eliminate investments in subsidiaries and intercompany balances and
transactions.

                                      F-29
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET

                              AS OF APRIL 24, 1999

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                 NON-
                                                    PARENT     GUARANTOR      GUARANTOR
                                                   COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                   --------   ------------   ------------   ------------   ------------
<S>                                                <C>        <C>            <C>            <C>            <C>
ASSETS
Current assets
  Cash and cash equivalents......................  $    (74)    $ 12,376       $  7,213       $      --      $ 19,515
  Receivables, net...............................     5,134        4,364          1,905              --        11,403
  Notes receivable, current......................     3,266           --             --              --         3,266
  Inventories....................................        --        5,775          1,805              --         7,580
  Prepaid expenses...............................       856        4,588          2,154              --         7,598
  Deferred income taxes..........................     1,758       (1,949)         3,800              --         3,609
  Due from related parties.......................     1,034          242        132,507              --       133,783
  Intercompany receivables (payables)............   103,588     (107,373)         3,785              --            --
                                                   --------     --------       --------       ---------      --------
    TOTAL CURRENT ASSETS.........................   115,562      (81,977)       153,169              --       186,754
Investment in consolidated subsidiaries..........   117,732           --             --        (117,732)           --
Property and equipment, net......................     1,981        5,231          1,513              --         8,725
Notes and other receivables, noncurrent..........    10,295           --          8,870              --        19,165
Goodwill, net....................................    27,254      115,568            892              --       143,714
Trademarks and other intangible assets, net......     2,355        5,745             13              --         8,113
Deferred income taxes............................       (22)       4,155             --              --         4,133
Other noncurrent assets..........................       138          510            182              --           830
                                                   --------     --------       --------       ---------      --------
    TOTAL ASSETS.................................  $275,295     $ 49,232       $164,639       $(117,732)     $371,434
                                                   ========     ========       ========       =========      ========

LIABILITIES AND PARENT COMPANY'S INVESTMENT
Current liabilities
  Short-term borrowings and line of credit.......  $     --     $     --       $  6,690       $      --      $  6,690
  Short-term borrowings due to related party.....    16,638         (388)            --              --        16,250
  Portion of long-term debt due within one
    year.........................................     1,164           --             --              --         1,164
  Accounts payable...............................       631        9,192          2,887              --        12,710
  Salaries and wages.............................     4,189        7,096             --              --        11,285
  Accrued interest...............................     2,161           --             15              --         2,176
  Accrued restructuring costs....................         8        7,929           (247)             --         7,690
  Foreign currency contract payable..............        --           --          7,169              --         7,169
  Other accrued liabilities......................     1,798        6,659          7,587              --        16,044
  Income taxes...................................   (11,168)      17,118          2,012              --         7,962
  Deferred revenue...............................        --        5,680            734              --         6,414
                                                   --------     --------       --------       ---------      --------
    TOTAL CURRENT LIABILITIES....................    15,421       53,286         26,847              --        95,554
Long-term debt...................................    15,500           --             --              --        15,500
Deferred income taxes............................    (2,366)      10,338            256              --         8,228
Other............................................        --        2,659            545              --         3,204
                                                   --------     --------       --------       ---------      --------
    TOTAL LONG-TERM DEBT AND OTHER LIABILITIES...    13,134       12,997            801              --        26,932
Parent company's investment......................   246,740      (17,051)       136,991        (117,732)      248,948
                                                   --------     --------       --------       ---------      --------
    TOTAL LIABILITIES AND PARENT COMPANY'S
      INVESTMENT.................................  $275,295     $ 49,232       $164,639       $(117,732)     $371,434
                                                   ========     ========       ========       =========      ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-30
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET

                              AS OF APRIL 29, 2000

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                 NON-
                                                   PARENT      GUARANTOR      GUARANTOR
                                                   COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ---------   ------------   ------------   ------------   ------------
<S>                                               <C>         <C>            <C>            <C>            <C>
ASSETS
Current assets
  Cash and cash equivalents.....................  $  10,984     $ 22,465        $10,594       $      --     $  44,043
  Receivables, net..............................      6,006        5,606          1,265              --        12,877
  Notes receivable, current.....................      2,791           --             --              --         2,791
  Inventories...................................         --        7,827          1,501              --         9,328
  Prepaid expenses..............................        748        6,240          1,372              --         8,360
  Deferred income taxes.........................      2,846       (2,752)            --              --            94
  Intercompany receivables (payables)...........    (32,114)      27,742          4,372              --            --
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT ASSETS........................     (8,739)      67,128         19,104              --        77,493
Investment in consolidated subsidiaries.........    162,320           --             --        (162,320)           --
Property and equipment, net.....................      1,809        3,974          1,218              --         7,001
Notes and other receivables, noncurrent.........      7,045           --             --              --         7,045
Goodwill, net...................................     25,833      125,977            755              --       152,565
Trademarks and other intangible assets, net.....      1,960        5,193             10              --         7,163
Deferred income taxes...........................     (9,854)      77,428             --              --        67,574
Deferred financing costs........................     14,749          (83)            --              --        14,666
Other noncurrent assets.........................        163          365            172              --           700
                                                  ---------     --------        -------       ---------     ---------
    TOTAL ASSETS................................  $ 195,286     $279,982        $21,259       $(162,320)    $ 334,207
                                                  =========     ========        =======       =========     =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND
  SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
  Short-term borrowings due to related party....  $   1,489     $     --        $    --       $      --     $   1,489
  Portion of long-term debt due within one
    year........................................     13,250          870             --              --        14,120
  Accounts payable..............................      1,438        9,084          1,840              --        12,362
  Salaries and wages............................      2,301        4,256          3,568              --        10,125
  Accrued interest..............................      3,521          561             --              --         4,082
  Accrued restructuring costs...................         --        4,786             --              --         4,786
  Foreign currency contract payable.............        486           --             --              --           486
  Other accrued liabilities.....................      6,387        9,049          4,147              --        19,583
  Income taxes..................................     (1,846)       5,965          2,667              --         6,786
  Deferred revenue..............................         --        3,824            808              --         4,632
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT LIABILITIES...................     27,026       38,395         13,030              --        78,451
Long-term debt..................................    374,598       85,912             --              --       460,510
Deferred income taxes...........................      1,903          390            648              --         2,941
Other...........................................         --           --            546              --           546
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES...............................    376,501       86,302          1,194              --       463,997
Redeemable preferred stock......................     25,875        2,507            254          (2,761)       25,875
Shareholders' equity (deficit)..................   (234,116)     152,778          6,781        (159,559)     (234,116)
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LIABILITIES, REDEEMABLE STOCK AND
      SHAREHOLDERS' EQUITY (DEFICIT)............  $ 195,286     $279,982        $21,259       $(162,320)    $ 334,207
                                                  =========     ========        =======       =========     =========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-31
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
                    SUPPLEMENTAL CONSOLIDATING BALANCE SHEET
                            AS OF DECEMBER 30, 2000

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                 NON-
                                                   PARENT      GUARANTOR      GUARANTOR
                                                   COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ---------   ------------   ------------   ------------   ------------
<S>                                               <C>         <C>            <C>            <C>            <C>
ASSETS
Current assets
  Cash and cash equivalents.....................  $  26,699     $ 11,191        $ 6,611       $      --     $  44,501
  Receivables, net..............................      7,390        5,941          1,347              --        14,678
  Notes receivable, current.....................      2,104           --              2              --         2,106
  Foreign currency contracts receivable.........      5,364           --             --              --         5,364
  Inventories...................................         --       11,867          3,177              --        15,044
  Prepaid expenses..............................        961        7,809          2,329              --        11,099
  Deferred income taxes.........................      2,846       (2,198)            --              --           648
  Intercompany receivables (payables)...........    (10,921)       3,147          7,774              --            --
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT ASSETS........................     34,443       37,757         21,240              --        93,440
Investment in consolidated subsidiaries.........    175,876           --             --        (175,876)           --
Property and equipment, net.....................      1,272        5,679          1,194              --         8,145
Notes and other receivables, noncurrent.........      5,601           --             --              --         5,601
Goodwill, net...................................     28,367      121,814            720              --       150,901
Trademarks and other intangible assets, net.....      1,876        4,761             11              --         6,648
Deferred income taxes...........................    (44,713)     111,920             --              --        67,207
Deferred financing costs........................     13,513           --             --              --        13,513
Other noncurrent assets.........................        163          271            328              --           762
                                                  ---------     --------        -------       ---------     ---------
    TOTAL ASSETS................................  $ 216,398     $282,202        $23,493       $(175,876)    $ 346,217
                                                  =========     ========        =======       =========     =========

LIABILITIES, REDEEMABLE PREFERRED STOCK AND
  SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
  Short-term borrowings due to related party....  $   1,730     $     --        $    --       $      --     $   1,730
  Portion of long-term debt due within one
    year........................................     13,250          870             --              --        14,120
  Accounts payable..............................        932        8,379          2,678              --        11,989
  Salaries and wages............................      3,568        3,533          3,443              --        10,544
  Accrued interest..............................      9,069          593             --              --         9,662
  Accrued restructuring costs...................         --        2,485             --              --         2,485
  Other accrued liabilities.....................      9,420       10,540          3,255              --        23,215
  Income taxes..................................      1,677         (414)         2,397              --         3,660
  Deferred revenue..............................         --        4,843            993              --         5,836
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT LIABILITIES...................     39,646       30,829         12,766              --        83,241
Long-term debt..................................    371,053       85,477             --              --       456,530
Deferred income taxes...........................      2,481           --            626              --         3,107
Other...........................................         --           --            121              --           121
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES...............................    373,534       85,477            747              --       459,758
Redeemable preferred stock......................     25,996           --             --              --        25,996
Shareholders' equity (deficit)..................   (222,778)     165,896          9,980        (175,876)     (222,778)
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LIABILITIES, REDEEMABLE STOCK AND
      SHAREHOLDERS' EQUITY (DEFICIT)............  $ 216,398     $282,202        $23,493       $(175,876)    $ 346,217
                                                  =========     ========        =======       =========     =========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-32
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE FISCAL YEAR ENDED APRIL 25, 1998
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $28,465      $213,929       $54,851        $     --       $297,245

Cost of revenues......................    3,264       122,148        34,549              --        159,961
                                        -------      --------       -------        --------       --------

  Gross profit........................   25,201        91,781        20,302              --        137,284

Marketing expenses....................    7,916        33,499         7,812              --         49,227

Selling, general and administrative
  expenses............................   21,154        16,578         6,335              --         44,067
                                        -------      --------       -------        --------       --------

  Operating (loss) income.............   (3,869)       41,704         6,155              --         43,990

Interest income.......................      831         2,297        10,641            (317)        13,452

Interest expense......................    4,033           607         4,253            (317)         8,576

Other expense, net....................    1,695         2,494            92              --          4,281

Equity in income of consolidated
  subsidiaries........................   16,837            --            --         (16,837)            --

Franchise commission income (loss)....    8,038        (5,984)       (2,054)             --             --
                                        -------      --------       -------        --------       --------

Income before income taxes and
  minority interest...................   16,109        34,916        10,397         (16,837)        44,585

(Benefit from) provision for income
  taxes...............................   (1,979)       16,355         5,593              --         19,969
                                        -------      --------       -------        --------       --------

  Income before minority interest.....   18,088        18,561         4,804         (16,837)        24,616

Minority interest.....................       --           629           216              --            845
                                        -------      --------       -------        --------       --------

  Net income..........................  $18,088      $ 17,932       $ 4,588        $(16,837)      $ 23,771
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                   statements

                                      F-33
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE FISCAL YEAR ENDED APRIL 24, 1999
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $42,288      $257,202       $65,118        $     --       $364,608

Cost of revenues......................    3,685       135,095        40,145              --        178,925
                                        -------      --------       -------        --------       --------

  Gross profit........................   38,603       122,107        24,973              --        185,683

Marketing expenses....................    8,815        35,381         8,660              --         52,856

Selling, general and administrative
  expenses............................   23,715        17,794         7,403              --         48,912
                                        -------      --------       -------        --------       --------

  Operating income....................    6,073        68,932         8,910              --         83,915

Interest income.......................      615         5,096        10,938            (622)        16,027

Interest expense......................    3,537           357         5,587            (622)         8,859

Other expense, (income) net...........    1,930         3,361           (43)             --          5,248

Equity in income of consolidated
  subsidiaries........................   37,310            --            --         (37,310)            --

Franchise commission income (loss)....    8,697        (6,072)       (2,625)             --             --
                                        -------      --------       -------        --------       --------

  Income before income taxes and
    Minority interest.................   47,228        64,238        11,679         (37,310)        85,835

Provision for income taxes............    7,944        22,860         5,556              --         36,360
                                        -------      --------       -------        --------       --------

  Income before minority Interest.....   39,284        41,378         6,123         (37,310)        49,475

Minority interest.....................       --         1,108           385              --          1,493
                                        -------      --------       -------        --------       --------

  Net income..........................  $39,284      $ 40,270       $ 5,738        $(37,310)      $ 47,982
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                   statements

                                      F-34
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                    FOR THE FISCAL YEAR ENDED APRIL 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $32,836      $300,215       $66,523        $     --       $399,574

Cost of revenues......................    4,911       155,251        41,227              --        201,389
                                        -------      --------       -------        --------       --------

  Gross profit........................   27,925       144,964        25,296              --        198,185

Marketing expenses....................    7,417        35,707         8,329              --         51,453

Selling, general and administrative
  expenses............................   23,066        20,357         7,320              --         50,743

Transaction costs.....................    8,247            98            --              --          8,345
                                        -------      --------       -------        --------       --------

  Operating (loss) income.............  (10,805)       88,802         9,647              --         87,644

Interest income.......................    1,462         1,864         2,466              --          5,792

Interest expense......................   29,104         6,471         1,296              --         36,871

Other (income) expense, net...........  (10,997)          151           495              --        (10,351)

Equity in income of consolidated
  subsidiaries........................   44,441            --            --         (44,441)            --

Franchise commission income (loss)....   21,686       (18,500)       (3,186)             --             --
                                        -------      --------       -------        --------       --------

  Income before income taxes and
    minority interest.................   38,677        65,544         7,136         (44,441)        66,916

Provision for income taxes............      918        24,090         3,315              --         28,323
                                        -------      --------       -------        --------       --------

  Income before minority interest.....   37,759        41,454         3,821         (44,441)        38,593

Minority interest.....................       --           834            --              --            834
                                        -------      --------       -------        --------       --------

  Net income..........................  $37,759      $ 40,620       $ 3,821        $(44,441)      $ 37,759
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-35
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $20,794      $204,074       $48,307        $     --       $273,175

Cost of revenues......................    4,571       105,444        29,268              --        139,283
                                        -------      --------       -------        --------       --------

  Gross profit........................   16,223        98,630        19,039              --        133,892

Marketing expenses....................    2,784        18,994         5,208              --         26,986

Selling, general and administrative
  expenses............................   14,826        11,708         5,688              --         32,222
                                        -------      --------       -------        --------       --------

  Operating (loss) income.............   (1,387)       67,928         8,143              --         74,684

Interest income.......................    1,642         1,209           268              --          3,119

Interest expense......................   26,338        13,849            57              --         40,244

Other expense (income), net...........   16,545            (2)           (7)             --         16,536

Equity in income of consolidated
  subsidiaries........................   26,621            --            --         (26,621)            --

Franchise commission income (loss)....   20,144       (17,647)       (2,497)             --             --
                                        -------      --------       -------        --------       --------

  Income before income taxes and
    minority interest.................    4,137        37,643         5,864         (26,621)        21,023

(Benefit from) provision for income
  taxes...............................  (10,882)       14,558         2,181              --          5,857
                                        -------      --------       -------        --------       --------

  Income before minority interest.....   15,019        23,085         3,683         (26,621)        15,166

Minority interest.....................       --            --           147              --            147
                                        -------      --------       -------        --------       --------

  Net income..........................  $15,019      $ 23,085       $ 3,536        $(26,621)      $ 15,019
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-36
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW
                    FOR THE FISCAL YEAR ENDED APRIL 25, 1998
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     NON-
                                        PARENT     GUARANTOR      GUARANTOR
                                       COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                       --------   ------------   ------------   ------------   ------------
<S>                                    <C>        <C>            <C>            <C>            <C>
Operating activities:
  Net income.........................  $ 18,088     $ 17,932       $ 4,588        $(16,837)      $ 23,771
  Adjustments to reconcile net income
    to cash provided by operating
    activities:
  Depreciation and amortization......     2,390        5,764           621              --          8,775
  Deferred tax provision.............     1,628       10,463         3,472              --         15,563
  Allowance for doubtful accounts....        66         (209)           --              --           (143)
  Reserve for inventory obsolescence,
    other............................        --       (3,489)           --                         (3,489)
  Other items, net...................      (120)         139           396              --            415
  Change in cash due to:
    Receivables......................       380       (3,069)          341              --         (2,348)
    Inventories......................        --          982          (318)             --            664
    Prepaid expense..................      (298)       2,091           120              --          1,913
    Due from related parties.........    (5,092)       1,546        (5,064)             --         (8,610)
    Accounts payable.................       (45)      (3,024)          819              --         (2,250)
    Accrued liabilities..............    (1,311)      (5,849)        6,746              --           (414)
    Deferred revenue.................        --        1,872            --              --          1,872
    Income taxes.....................    12,315      (10,428)       (1,240)             --            647
                                       --------     --------       -------        --------       --------
    Cash provided by operating
      activities.....................    28,001       14,721        10,481         (16,837)        36,366
                                       --------     --------       -------        --------       --------
Investing activities:
  Capital expenditures...............      (170)      (2,539)         (680)             --         (3,389)
  Acquisitions, net of cash
    acquired.........................        --       (1,007)         (405)             --         (1,412)
  Other items, net...................      (627)         521           (15)             --           (121)
                                       --------     --------       -------        --------       --------
    Cash used for investing
      activities.....................      (797)      (3,025)       (1,100)             --         (4,922)
                                       --------     --------       -------        --------       --------
Financing activities:
  Net decrease in short-term
    borrowings.......................    (1,250)        (133)         (791)             --         (2,174)
  Payment of dividends...............    (5,949)      (8,378)       (1,145)          7,002         (8,470)
  Payments on long-term debt.........     2,382       (3,750)           --              --         (1,368)
  Net Parent settlements.............   (21,818)         (42)       (6,373)          9,603        (18,630)
                                       --------     --------       -------        --------       --------
    Cash used for financing
      activities.....................   (26,635)     (12,303)       (8,309)         16,605        (30,642)
                                       --------     --------       -------        --------       --------
Effect of exchange rate changes on
  cash and cash equivalents..........      (229)         689          (736)            232            (44)
Net increase in cash and cash
  equivalents........................       340           82           336              --            758
Cash and cash equivalents, beginning
  of year............................      (444)       5,718         5,797              --         11,071
                                       --------     --------       -------        --------       --------
Cash and cash equivalents, end of
  year...............................  $   (104)    $  5,800       $ 6,133        $     --       $ 11,829
                                       ========     ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-37
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW
                    FOR THE FISCAL YEAR ENDED APRIL 24, 1999
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                     NON-
                                        PARENT     GUARANTOR      GUARANTOR
                                       COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                       --------   ------------   ------------   ------------   ------------
<S>                                    <C>        <C>            <C>            <C>            <C>
Operating activities:
  Net income.........................  $ 39,284     $ 40,270       $ 5,738        $(37,310)      $ 47,982
  Adjustments to reconcile net income
    to cash provided by operating
    activities:
  Depreciation and amortization......     2,378        6,609           599              --          9,586
  Deferred tax provision.............     1,735        4,345         3,199              --          9,279
  Allowance for doubtful accounts....       (84)         (30)           (4)             --           (118)
  Reserve for inventory obsolescence,
    other............................        --        2,528            (3)                         2,525
  Other items, net...................        --          153          (115)             --             38
  Changes in cash due to:
    Receivables......................    (7,219)       1,378        (1,200)             --         (7,041)
    Inventories......................        --       (2,476)           25              --         (2,451)
    Prepaid expense..................       (20)      (1,141)         (293)             --         (1,454)
    Due from related parties.........    38,317      (35,394)          770              --          3,693
    Accounts payable.................      (288)       3,698          (327)             --          3,083
    Accrued liabilities..............     1,003       (2,572)       (8,507)             --        (10,076)
    Deferred revenue.................        --       (1,450)          734              --           (716)
    Income taxes.....................   (36,393)      38,362         1,602              --          3,571
                                       --------     --------       -------        --------       --------
    Cash provided by operating
      activities.....................    38,713       54,280         2,218         (37,310)        57,901
                                       --------     --------       -------        --------       --------
Investing activities:
  Capital expenditures...............      (271)      (1,612)         (591)             --         (2,474)
  Other items, net...................      (278)        (286)           (1)             --           (565)
                                       --------     --------       -------        --------       --------
    Cash used for investing
      activities.....................      (549)      (1,898)         (592)             --         (3,039)
                                       --------     --------       -------        --------       --------
Financing activities:
  Net increase (decrease) in
    short-term borrowings............        --        1,262          (406)             --            856
  Payment of dividends...............    (5,435)     (14,446)       (3,670)         13,183        (10,368)
  Payments on long-term debt.........    (1,081)          --            --              --         (1,081)
  Net Parent (settlements)
    advances.........................   (31,483)     (32,903)        3,316          23,994        (37,076)
                                       --------     --------       -------        --------       --------
    Cash (used for) provided by
      financing activities...........   (37,999)     (46,087)         (760)         37,177        (47,669)
                                       --------     --------       -------        --------       --------
Effect of exchange rate changes on
  cash and cash equivalents..........      (135)         281           214             133            493
Net increase in cash and cash
  equivalents........................        30        6,576         1,080              --          7,686
Cash and cash equivalents, beginning
  of year............................      (104)       5,800         6,133              --         11,829
                                       --------     --------       -------        --------       --------
Cash and cash equivalents, end of
  year...............................  $    (74)    $ 12,376       $ 7,213        $     --       $ 19,515
                                       ========     ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-38
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW
                    FOR THE FISCAL YEAR ENDED APRIL 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                         NON-
                                           PARENT      GUARANTOR      GUARANTOR
                                           COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                          ---------   ------------   ------------   ------------   ------------
<S>                                       <C>         <C>            <C>            <C>            <C>
Operating activities:
  Net income............................  $  37,759     $ 40,620       $  3,821       $(44,441)      $  37,759
  Adjustments to reconcile net income to
    cash provided by (used for)
    operating activities:
  Depreciation and amortization.........      3,438        6,028            932             --          10,398
  Deferred tax provision................      3,785        4,685             71             --           8,541
  Allowance for doubtful accounts.......        352           29              4             --             385
  Reserve for inventory obsolescence,
    other...............................         --          (93)           (28)            --            (121)
  Other items, net......................         --       (2,492)            --             --          (2,492)
  Changes in cash due to:
    Receivables.........................      4,501       (1,353)         9,506             --          12,654
    Inventories.........................         --       (2,028)           332             --          (1,696)
    Prepaid expense.....................        108       (1,691)           782             --            (801)
    Due from related parties............    (15,149)         384             --             --         (14,765)
    Accounts payable....................        807       (1,272)        (1,047)            --          (1,512)
    Accrued liabilities.................      4,538       (1,845)         3,087             --           5,780
    Deferred revenue....................                  (1,827)            74                         (1,753)
    Income taxes........................     90,650      (97,918)         4,776             --          (2,492)
                                          ---------     --------       --------       --------       ---------
    Cash provided by (used for)
      operating activities..............    130,789      (58,773)        22,310        (44,441)         49,885
                                          ---------     --------       --------       --------       ---------
Investing activities:
  Capital expenditures..................       (299)      (1,004)          (571)            --          (1,874)
  Acquisitions, net of cash acquired....         --           --             --             --              --
  Acquisitions of minority interest.....         --      (15,900)            --             --         (15,900)
  Other items, net......................     (2,067)         116             84             --          (1,867)
                                          ---------     --------       --------       --------       ---------
    Cash used for investing
      activities........................     (2,366)     (16,788)          (487)            --         (19,641)
                                          ---------     --------       --------       --------       ---------
Financing activities:
  Net increase (decrease) in short-term
    borrowings..........................         --        1,235         (6,690)            --          (5,455)
  Parent company investment in
    subsidiaries........................    (34,693)          --             --         34,693              --
  Proceeds from borrowings..............    404,260       87,000             --             --         491,260
  Repurchase of common stock............   (324,476)          --             --             --        (324,476)
  Payment of dividends..................     (2,797)      (3,120)        (4,494)         7,615          (2,796)
  Payments on long-term debt............     (3,312)        (218)            --             --          (3,530)
  Deferred financing costs..............    (15,861)          --             --             --         (15,861)
  Net Parent (settlements) advances.....   (138,998)      14,552         (7,175)           591        (131,030)
                                          ---------     --------       --------       --------       ---------
    Cash (used for) provided by
      financing activities..............   (115,877)      99,449        (18,359)        42,899           8,112
                                          ---------     --------       --------       --------       ---------
Effect of exchange rate changes on cash
  and cash equivalents..................     (1,488)     (13,799)           (83)         1,542         (13,828)
Net increase in cash and cash
  equivalents...........................     11,058       10,089          3,381             --          24,528
Cash and cash equivalents, beginning of
  year..................................        (74)      12,376          7,213             --          19,515
                                          ---------     --------       --------       --------       ---------
Cash and cash equivalents, end of
  year..................................  $  10,984     $ 22,465       $ 10,594       $     --          44,043
                                          =========     ========       ========       ========       =========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                   statements

                                      F-39
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES
               SUPPLEMENTAL CONSOLIDATING STATEMENT OF CASH FLOW
                  FOR THE EIGHT MONTHS ENDED DECEMBER 30, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                          NON-
                                             PARENT     GUARANTOR      GUARANTOR
                                            COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                            --------   ------------   ------------   ------------   ------------
<S>                                         <C>        <C>            <C>            <C>            <C>
Operating activities:
  Net income..............................  $15,019      $ 23,085        $ 3,536       $(26,621)      $ 15,019
  Adjustments to reconcile net income to
    cash provided by (used for) operating
    activities:
  Depreciation and amortization...........    3,212         4,266            411             --          7,889
  Deferred tax provision..................       --           104             --             --            104
  Accounting for equity investment........   17,604            --             --             --         17,604
  Elimination of foreign subsidiaries one
    month reporting lag...................    1,137            86          1,120         (1,137)         1,206
  Allowance for doubtful accounts.........       --          (188)            --             --           (188)
  Reserve for inventory obsolescence,
    other.................................       --        (1,024)            49             --           (975)
  Other items, net........................       --          (532)          (422)            --           (954)
  Changes in cash due to:
    Receivables...........................   (7,946)         (180)           (84)            --         (8,210)
    Inventories...........................       --        (3,046)        (1,725)            --         (4,771)
    Prepaid expense.......................     (213)       (1,585)          (957)            --         (2,755)
    Intercompany receivables/payables.....  (21,193)       24,595         (3,402)            --             --
    Due from related parties..............      241            --             --             --            241
    Accounts payable......................   (1,072)          (69)           838             --           (303)
    Accrued liabilities...................    9,362        (1,450)        (1,015)            --          6,897
    Deferred revenue......................        0           858            185             --          1,043
    Income taxes..........................   38,960       (41,643)          (292)            --         (2,975)
                                            --------     --------        -------       --------       --------
    Cash provided by (used for) operating
      activities..........................   55,111         3,277         (1,758)       (27,758)        28,872
                                            --------     --------        -------       --------       --------
Investing activities:
  Capital expenditures....................     (100)       (3,017)          (509)            --         (3,626)
  Advances and interest to equity
    investment............................  (15,604)           --             --             --        (15,604)
  Acquisitions of minority interest.......   (2,400)           --             --             --         (2,400)
  Other items, net........................     (148)          147              4             --              3
                                            --------     --------        -------       --------       --------
    Cash used for investing activities....  (18,252)       (2,870)          (505)            --        (21,627)
                                            --------     --------        -------       --------       --------
Financing activities:
  Net increase (decrease) in short-term
    borrowings............................      566          (600)            --             --            (34)
  Parent company investment in
    subsidiaries..........................  (13,556)           --             --         13,556             --
  Payment of dividends....................     (879)       (8,834)        (1,968)        10,802           (879)
  Payments on long-term debt..............   (6,625)         (435)            --             --         (7,060)
  Net Parent advances (settlements).......       --            --            421           (421)            --
                                            --------     --------        -------       --------       --------
    Cash used for financing activities....  (20,494)       (9,869)        (1,547)        23,937         (7,973)
                                            --------     --------        -------       --------       --------
Effect of exchange rate changes on cash
  and cash equivalents....................     (650)       (1,812)          (173)         3,821          1,186
Net increase (decrease) in cash and cash
  equivalents.............................   15,715       (11,274)        (3,983)            --            458
Cash and cash equivalents, beginning of
  period..................................   10,984        22,465         10,594             --         44,043
                                            --------     --------        -------       --------       --------
Cash and cash equivalents, end of
  period..................................  $26,699      $ 11,191        $ 6,611       $     --       $ 44,501
                                            ========     ========        =======       ========       ========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                   statements


                                      F-40
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                   AS OF DECEMBER 30, 2000 AND JUNE 30, 2001

                                 (IN THOUSANDS)


<Table>
<Caption>
                                                              DECEMBER 30,    JUNE 30,
                                                                  2000          2001
                                                              ------------   -----------
                                                                             (UNAUDITED)
<S>                                                           <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.................................    $  44,501     $  45,620
  Receivables, net..........................................       14,678        18,009
  Notes receivable, current.................................        2,106           608
  Inventories...............................................       15,044        12,389
  Prepaid expenses, other...................................       17,111        11,743
                                                                ---------     ---------
    TOTAL CURRENT ASSETS....................................       93,440        88,369
Property and equipment, net.................................        8,145         9,500
Notes and other receivables, noncurrent.....................        5,601           240
Goodwill, net...............................................      150,901       225,514
Trademarks and other intangible assets, net.................        6,648         7,066
Deferred income taxes.......................................       67,207        67,207
Deferred financing costs, other.............................       14,275        14,685
                                                                ---------     ---------
    TOTAL ASSETS............................................    $ 346,217     $ 412,581
                                                                =========     =========

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
  Portion of long-term debt due within one year.............    $  14,120     $  16,157
  Accounts payable..........................................       11,989         8,784
  Accrued liabilities.......................................       47,636        55,559
  Income taxes..............................................        3,660        19,861
  Deferred revenue..........................................        5,836        14,928
                                                                ---------     ---------
    TOTAL CURRENT LIABILITIES...............................       83,241       115,289
Long-term debt..............................................      456,530       462,548
Deferred income taxes.......................................        3,107         3,040
Other.......................................................          121           890
                                                                ---------     ---------
    TOTAL LONG-TERM DEBT AND OTHER LIABILITIES..............      459,758       466,478
Redeemable preferred stock..................................       25,996        26,746
Common stock subject to a Put...............................           --        14,402
Shareholders' deficit (Note 21):
  Common stock, par value $0 per share, 1,000,000
    authorized, issued 111,988 shares at December 30, 2000
    and June 30, 2001; outstanding 111,988 shares at
    December 30, 2000 and 108,950 shares at June 30,
    2001....................................................           --            --
  Treasury stock, at cost, 3,038 shares at June 30, 2001....           --       (12,265)
  Accumulated deficit.......................................     (216,507)     (182,378)
  Accumulated other comprehensive loss......................       (6,271)      (15,691)
                                                                ---------     ---------
    TOTAL SHAREHOLDERS' DEFICIT.............................     (222,778)     (210,334)
                                                                ---------     ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT.................    $ 346,217     $ 412,581
                                                                =========     =========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-41
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

            FOR THE SIX MONTHS ENDED JULY 29, 2000 AND JUNE 30, 2001

                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<Table>
<Caption>
                                                               SIX MONTHS ENDED
                                                              -------------------
                                                              JULY 29,   JUNE 30,
                                                                2000       2001
                                                              --------   --------
                                                                  (UNAUDITED)
<S>                                                           <C>        <C>
Revenues, net...............................................  $235,935   $334,276
Cost of revenues............................................   111,158    149,144
                                                              --------   --------
  Gross profit..............................................   124,777    185,132
Marketing expenses..........................................    25,290     40,569
Selling, general and administrative expenses................    28,747     35,481
                                                              --------   --------
  Operating income..........................................    70,740    109,082
Interest expense, net.......................................    29,018     27,368
Other (income), expenses net................................    (6,594)     3,871
                                                              --------   --------
  Income before income taxes and minority interest..........    48,316     77,843
Provision for income taxes..................................    16,872     28,457
                                                              --------   --------
  Income before minority interest...........................    31,444     49,386
Minority interest...........................................       226         70
                                                              --------   --------
  Net income................................................  $ 31,218   $ 49,316
                                                              ========   ========
Preferred stock dividends...................................  $    750   $    750
                                                              --------   --------
  Net income available to common shareholders...............  $ 30,468   $ 48,566
                                                              ========   ========
Net income per share:
  Basic.....................................................  $   0.27   $   0.44
                                                              ========   ========
  Diluted...................................................  $   0.27   $   0.43
                                                              ========   ========
Weighted average common shares outstanding:
  Basic.....................................................   111,988    110,967
                                                              ========   ========
  Diluted...................................................   111,988    112,176
                                                              ========   ========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-42
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES


          CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT,


               PARENT COMPANY INVESTMENT AND COMPREHENSIVE INCOME

        FOR THE FISCAL YEAR ENDED APRIL 29, 2000, THE EIGHT MONTHS ENDED
           DECEMBER 30, 2000, AND THE SIX MONTHS ENDED JUNE 30, 2001

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                 COMMON               TREASURY                       ACCUMULATED
                                                 STOCK                  STOCK          ADDITIONAL       OTHER
                                          --------------------   -------------------    PAID IN     COMPREHENSIVE   ACCUMULATED
                                           SHARES      AMOUNT     SHARES     AMOUNT     CAPITAL         LOSS          DEFICIT
                                          ---------   --------   --------   --------   ----------   -------------   -----------
<S>                                       <C>         <C>        <C>        <C>        <C>          <C>             <C>
  Balance at April 24, 1999.............    276,430
Net Parent settlements..................
Recapitalization and settlement of
  Parent Company investment.............   (164,442)                                     (72,100)      (12,764)       (268,547)
Deferred tax asset......................                                                  72,100
Comprehensive Income:
  Net income............................                                                                                37,759
  Translation adjustment................                                                                10,311
  Total Comprehensive Income............
Preferred stock dividend................                                                                                  (875)
                                          ---------    ------     -----     --------    --------      --------       ---------
  Balance at April 29, 2000.............    111,988    $   --        --     $     --    $     --      $ (2,453)      $(231,663)
Elimination of foreign subsidiaries one
  month reporting lag effective April
  30, 2000..............................                                                                                 1,137
Comprehensive income:
  Net Income............................                                                                                15,019
  Translation adjustment................                                                                (3,818)
  Total Comprehensive Income............
Preferred stock dividend................                                                                                (1,000)
                                          ---------    ------     -----     --------    --------      --------       ---------
  Balance at December 30, 2000..........    111,988    $   --        --     $     --    $     --      $ (6,271)      $(216,507)
Comprehensive Income:
  Net Income............................                                                                                49,316
  Foreign currency translation
    adjustment..........................                                                                (3,854)
  Change in fair value of derivatives
    accounted for as hedges.............                                                                (5,566)
  Total Comprehensive Income............
Preferred Stock Dividend................                                                                                  (750)
Transfer of common stock to common stock
  subject to a Put......................                                                                               (14,402)
Purchase of Treasury Stock..............                          3,153      (12,730)         --                            --
Sale of Treasury Stock..................                           (115)         465          --                           (35)
                                          ---------    ------     -----     --------    --------      --------       ---------
  Balance at June 30, 2001..............    111,988    $   --     3,038     $(12,265)   $     --      $(15,691)      $(182,378)
                                          =========    ======     =====     ========    ========      ========       =========

<Caption>

                                            PARENT
                                          COMPANY'S
                                          INVESTMENT     TOTAL
                                          ----------   ---------
<S>                                       <C>          <C>
  Balance at April 24, 1999.............  $ 248,948    $ 248,948
Net Parent settlements..................   (252,883)    (252,883)
Recapitalization and settlement of
  Parent Company investment.............      3,935     (349,476)
Deferred tax asset......................                  72,100
Comprehensive Income:
  Net income............................                  37,759
  Translation adjustment................                  10,311
                                                       ---------
  Total Comprehensive Income............                  48,070
                                                       ---------
Preferred stock dividend................                    (875)
                                          ---------    ---------
  Balance at April 29, 2000.............  $      --    $(234,116)
Elimination of foreign subsidiaries one
  month reporting lag effective April
  30, 2000..............................                   1,137
Comprehensive income:
  Net Income............................                  15,019
  Translation adjustment................                  (3,818)
                                                       ---------
  Total Comprehensive Income............                  11,201
                                                       ---------
Preferred stock dividend................                  (1,000)
                                          ---------    ---------
  Balance at December 30, 2000..........  $      --    $(222,778)
Comprehensive Income:
  Net Income............................                  49,316
  Foreign currency translation
    adjustment..........................                  (3,854)
  Change in fair value of derivatives
    accounted for as hedges.............                  (5,566)
                                                       ---------
  Total Comprehensive Income............                  39,896
                                                       ---------
Preferred Stock Dividend................                    (750)
Transfer of common stock to common stock
  subject to a Put......................                 (14,402)
Purchase of Treasury Stock..............                 (12,730)
Sale of Treasury Stock..................                     430
                                          ---------    ---------
  Balance at June 30, 2001..............  $      --    $(210,334)
                                          =========    =========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-43
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

            FOR THE SIX MONTHS ENDED JULY 29, 2000 AND JUNE 30, 2001

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                               SIX MONTHS ENDED
                                                              -------------------
                                                              JULY 29,   JUNE 30,
                                                                2000       2001
                                                              --------   --------
                                                                  (UNAUDITED)
<S>                                                           <C>        <C>
Cash provided by operating activities.......................  $39,570    $ 92,869
                                                              -------    --------
Investing activities:
  Capital expenditures......................................   (1,314)     (1,187)
  Advances to equity investment.............................   (4,800)     (7,844)
  Acquisition...............................................       --     (84,353)
  Other items, net..........................................   (2,839)     (1,532)
                                                              -------    --------
    Cash used for investing activities......................   (8,953)    (94,916)
                                                              -------    --------
Financing activities:
  Net decrease in short-term borrowings.....................   (1,200)       (257)
  Proceeds from borrowings..................................       --      60,000
  Payments of long-term debt................................   (7,060)    (42,735)
  Deferred financing costs..................................     (165)         --
  Net Parent advances.......................................    2,171          --
  Purchase of treasury stock................................       --     (12,730)
  Proceeds from issuance of treasury stock..................       --         430
                                                              -------    --------
    Cash (used for) provided by financing activities........   (6,254)      4,708
                                                              -------    --------
Effect of exchange rate changes on cash and cash
  equivalents...............................................   (2,523)     (1,542)
Net increase in cash and cash equivalents...................   21,840       1,119
Cash and cash equivalents, beginning of period..............   34,446      44,501
                                                              -------    --------
Cash and cash equivalents, end of period....................  $56,286    $ 45,620
                                                              =======    ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-44
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1.  GENERAL

    The accompanying consolidated financial statements include the accounts of
Weight Watchers International, Inc. and Subsidiaries (the "Company"). The
consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and
include amounts that are based on management's best estimates and judgments.
While all available information has been considered, actual amounts could differ
from those estimates. The consolidated financial statements are unaudited but,
in the opinion of management, reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation. This report should be
read in conjunction with the Company's Form 10K for the eight months ended
December 30, 2000.

2.  CHANGE IN FISCAL YEAR

    The Company changed its fiscal year end from the last Saturday of April, to
the Saturday closest to December 31st effective with the eight month period
commencing April 30, 2000.

    In the prior periods, in order to facilitate timely reporting, certain
foreign subsidiaries ended their fiscal period one month prior to the Company's
fiscal period with no material impact on the consolidated financial statements.
Effective April 30, 2000, the one month lag has been eliminated.

3.  RECENTLY ISSUED ACCOUNTING STANDARDS

    In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 and 142, "Business Combinations"
("SFAS 141") and "Goodwill and Other Intangible Assets" ("SFAS 142"),
respectively. SFAS 141 requires that all business combinations initiated after
June 30, 2001 be accounted for by the purchase method of accounting. SFAS 142
specifies that goodwill and indefinite lived intangible assets will no longer be
amortized but instead will be subject to annual impairment testing. The Company
will adopt SFAS 142 on December 30, 2001. The Company is currently evaluating
the effect that implementation of the new standards will have on its financial
position, results of operations and cash flows.

4.  ACQUISITION

    On January 16, 2001, the Company completed the acquisition of Weight
Watchers' franchised territories and certain business assets of Weighco
Enterprises, Inc., Weighco of Northeast, Inc., and Weighco of Southwest, Inc.
("Weighco"), for an aggregate purchase price of approximately $83.8 million plus
acquisition costs of approximately $0.6 million. The acquisition was financed
through additional borrowings of $60.0 million obtained pursuant to the
Company's Amended and Restated Credit Agreement, dated January 16, 2001, and
cash from operations.

    The acquisition has been accounted for under the purchase method of
accounting and, accordingly, the results of operations are included in the
financial statements from the date of the acquisition. Assets acquired include
inventory ($2.0 million) and property and equipment ($1.8 million). The excess
of investment over the net book value of assets acquired at the date of
acquisition resulted in goodwill of $80.6 million which will be amortized over
20 years.

    The following table presents unaudited pro forma financial information that
reflects the consolidated results of operations of the Company and Weighco as if
the acquisition had occurred as of the beginning of the respective periods. This
pro forma information does not necessarily reflect the

                                      F-45
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

4.  ACQUISITION (CONTINUED)
actual results that would have occurred, nor is it necessarily indicative of
future results of operations of the consolidated companies.

<Table>
<Caption>
                                                                 PRO FORMA
                                                              ----------------
                                                              SIX MONTHS ENDED
                                                               JULY 29, 2000
                                                              ----------------
<S>                                                           <C>
Revenues....................................................      $261,323
Net income..................................................      $ 34,477
</Table>

5.  RECAPITALIZATION


    On September 29, 1999, the Company entered into a recapitalization and stock
purchase agreement (the "Transaction") with its former parent, H.J. Heinz
Company ("Heinz"). In connection with the Transaction, the Company effectuated a
stock split of 58,747.6 shares for each share outstanding. The Company then
redeemed 276.43 million shares of common stock from Heinz for $349.5 million.
The number of shares of the Company's common stock that was authorized and
outstanding prior to the Transaction has been adjusted to reflect the stock
split. The $349.5 million consisted of $324.5 million of cash and $25.0 million
of the Company's redeemable Series A Preferred Stock. After the redemption,
Artal Luxembourg S.A. purchased 94% of the Company's remaining common stock from
Heinz for $223.7 million. The recapitalization and stock purchase was financed
through borrowings under credit facilities amounting to approximately
$237.0 million and by issuing Senior Subordinated Notes amounting to
$255.0 million, due 2009. The balance of the borrowings was utilized to
refinance debt incurred prior to the Transaction relating to the transfer of
ownership and acquisition of the minority interest in the Weight Watchers
businesses that operate in Australia and New Zealand. The acquisition of the
minority interest resulted in approximately $15.9 million of goodwill. In
connection with the Transaction, the Company incurred approximately
$8.3 million in transaction costs and $15.9 million in deferred financing costs.
For U.S. Federal and State tax purposes, the Transaction is being treated as a
taxable sale under Section 338(h)(10) of the Internal Revenue Code of 1986 as
amended. As a result, for tax purposes, the Company recorded a step-up in the
tax basis of net assets. For financial reporting purposes, a valuation allowance
of approximately $72.1 million was established against the corresponding
deferred tax asset of $144.2 million. Management concluded, more likely than
not, that the valuation allowance would not be utilized to reduce future tax
payments. The Company will continue to monitor the need to maintain the
valuation allowance in the future periods.


6.  EARNINGS PER SHARE

    Basic earnings per share ("EPS") computations are calculated utilizing the
weighted average number of common shares outstanding during the periods
presented. Diluted EPS includes the

                                      F-46
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

6.  EARNINGS PER SHARE (CONTINUED)
weighted average number of common shares outstanding and the effect of common
stock equivalents. The following table sets forth the computation of basic and
diluted EPS:


<Table>
<Caption>
                                                              SIX MONTHS ENDED
                                                            ---------------------
                                                            JULY 29,    JUNE 30,
                                                              2000        2001
                                                            ---------   ---------
<S>                                                         <C>         <C>
Numerator:
  Net income..............................................   $31,218     $49,316
  Preferred stock dividends...............................       750         750
                                                             -------     -------
    Numerator for basic EPS-income available to common
      shareholders........................................   $30,468     $48,566
                                                             -------     -------
    Numerator for diluted EPS-income available to common
      shareholders........................................   $30,468     $48,566
                                                             -------     -------

Denominator:
    Denominator for basic EPS-weighted-average shares.....   111,988     110,967
    Effect of dilutive securities:
      Stock options.......................................        --       1,209
                                                             -------     -------
    Denominator for diluted EPS-adjusted weighted-average
      shares                                                 111,988     112,176
                                                             =======     =======
EPS:
  Basic EPS...............................................   $  0.27     $  0.44
                                                             =======     =======
  Diluted EPS.............................................   $  0.27     $  0.43
                                                             =======     =======
</Table>


7.  TREASURY STOCK


    On April 18, 2001, the Company entered into a Put/Call Agreement with Heinz.
Under this agreement, Heinz has an option to sell and we have an option to
purchase all of our common stock currently owned by Heinz. Heinz sold to the
Company 3,152,591 shares ($12.7 million) on April 30, 2001. As of June 30, 2001,
3,566,663 shares of our common stock were still held by Heinz.


    The Company expects that it will fund any future repurchases of its common
stock held by Heinz with cash from operations.

8.  COMPREHENSIVE INCOME

    Comprehensive income for the Company includes net income, the effects of
foreign currency translation and changes in fair value of derivative
instruments.

                                      F-47
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

8.  COMPREHENSIVE INCOME (CONTINUED)
    Comprehensive income is as follows:


<Table>
<Caption>
                                                                 SIX MONTHS ENDED
                                                              -----------------------
                                                               JULY 29,     JUNE 30,
                                                                 2000         2001
                                                              ----------   ----------
<S>                                                           <C>          <C>
Net income..................................................   $31,218      $49,316
Foreign currency translation adjustment.....................    (2,974)      (3,854)
Change in fair value of derivatives
  Cumulative effect of the adoption of SFAS 133.............        --       (5,086)
  Current period changes in fair value of derivatives.......        --         (480)
                                                               -------      -------
Comprehensive income........................................   $28,244      $39,896
                                                               =======      =======
</Table>


9.  LONG-TERM DEBT

    In connection with the Transaction, the Company entered into a credit
facility ("Credit Facility") with The Bank of Nova Scotia, Credit Suisse First
Boston and certain other lenders providing (i) a $75.0 million term loan A
facility ("Term Loan A"), (ii) a $75.0 million term loan B facility ("Term Loan
B"), (iii) an $87.0 million transferable loan certificate ("TLC") and (iv) a
revolving credit facility with borrowings up to $30.0 million ("Revolving Credit
Facility"). The Credit Facility was amended and restated on January 16, 2001 to
provide for an additional $50 million in borrowings in connection with the
acquisition of Weighco (see Note 4) as follows: (i) Term Loan A was increased by
$15.0 million, (ii) the Revolving Credit Facility was increased by
$15.0 million to $45.0 million and (iii) a new $20.0 million term loan D
facility ("Term Loan D"). Borrowings under the Credit Facility are paid
quarterly and initially bear interest at a rate equal to LIBOR plus (a) in the
case of Term Loan A and the Revolving Credit Facility, 3.25% or, at the
Company's option, the alternate base rate, as defined, plus 2.25%, (b) in the
case of Term Loan B and the TLC, 4.00% or, at the Company's option, the
alternate base rate plus 3.00% and (c) in the case of Term Loan D, 3.25% or, at
the Company's option, the alternate base rate plus 2.25%. At June 30, 2001, the
interest rates were 7.58% for Term Loan A, 8.80% for Term Loan B, 8.02% for the
TLC and 8.7% for Term Loan D. All assets of the Company collateralize the Credit
Facility.

    In addition, as part of the Transaction, the Company issued $150.0 million
USD denominated and 100.0 million EUR denominated principal amount of 13% Senior
Subordinated Notes due 2009 (the "Notes") to qualified institutional buyers. At
June 30, 2001, the 100.0 million EUR notes translated into $85.0 million USD
denominated equivalent. The impact of the change in foreign exchange rates
related to euro denominated debt are reflected in the income statement. Interest
is payable on the Notes semi-annually on April 1 and October 1 of each year,
commencing April 1, 2000. The Company uses interest rate swaps and foreign
currency forward contracts in association with its debt. The Notes are
uncollateralized senior subordinated obligations of the Company, subordinated in
right of payment to all existing and future senior indebtedness of the Company,
including the Credit Facility. The notes are guaranteed by certain subsidiaries
of the Company.

    The Credit Facility contains a number of covenants that, among other things,
restrict the Company's ability to dispose of assets, incur additional
indebtedness, or engage in certain transactions with affiliates and otherwise
restrict the Company's corporate activities. In addition, under the Credit

                                      F-48
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

9.  LONG-TERM DEBT (CONTINUED)
Facility, the Company is required to comply with specified financial ratios and
tests, including minimum fixed charge coverage and interest coverage ratios and
maximum leverage ratios.

10.  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

    Effective December 31, 2000, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," and its related amendment, Statement of Financial Accounting
Standards No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activities" ("SFAS 133"). These standards require that all derivative
financial instruments be recorded on the consolidated balance sheets at their
fair value as either assets or liabilities. Changes in the fair value of
derivatives will be recorded each period in earnings or accumulated other
comprehensive loss, depending on whether a derivative is designated and
effective as part of a hedge transaction and, if it is, the type of hedge
transaction. Gains and losses on derivative instruments reported in accumulated
other comprehensive loss will be included in earnings in the periods in which
earnings are affected by the hedged item. As of December 31, 2000, the adoption
of these new standards resulted in an adjustment of $5.1 million to accumulated
other comprehensive loss.

    The Company enters into forward and swap contracts to hedge certain
transactions denominated in foreign currencies in order to reduce the currency
risk associated with fluctuating exchange rates. Such contracts are used
primarily to hedge certain intercompany cash flows and for payments arising from
certain foreign denominated obligations. In addition, the Company enters into
interest rate swaps to hedge a substantial portion of its variable rate debt
which are accounted for as cash flow hedges.

    As of June 30, 2001, losses of $0.5 million for effective hedges, were
reported as a component of accumulated other comprehensive loss. For the six
months ended June 30, 2001, ineffectiveness related to cash flow hedges was not
material. In addition, fair value adjustments for non-qualifying hedges resulted
in a reduction of net income of $1.2 million, for the six months ended June 30,
2001. The Company does not anticipate any reclassification to earnings from
accumulated other comprehensive loss within the next twelve months.

11.  WEIGHTWATCHERS.COM NOTE AND WARRANT AGREEMENTS

    On May 3, 2001, the Company amended and restated its loan agreement with
WeightWatchers.com increasing the aggregate principal amount from $23.5 million
to $28.5 million. The principal amount may be advanced at any time or from time
to time prior to July 31, 2003. The note bears interest at 13% per year. All
principal and interest outstanding under the note is payable on September 30,
2003. The note may be prepaid at any time in whole or in part, without premium
or penalty. During the three month and six month period ended June 30, 2001, the
Company advanced WeightWatchers.com $2.6 million and $7.8 million, respectively,
pursuant to the note. In addition to the advance, $0.7 million and
$1.9 million, respectively, of interest, were classified in other expenses, net
during the three month and six month period ended June 30, 2001. At June 30,
2001 the balance outstanding under the loan agreement was $25.0 million.

    Under Warrant Agreements dated November 24, 1999, October 1, 2000 and
May 3, 2001, each agreement entered into between WeightWatchers.com and the
Company, the Company received warrants to purchase 5,861,664 shares of
WeightWatchers.com's common stock in connection with the

                                      F-49
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

11.  WEIGHTWATCHERS.COM NOTE AND WARRANT AGREEMENTS (CONTINUED)
loans that the Company has made to WeightWatchers.com under the
WeightWatchers.com Note described above. These warrants will expire on
November 24, 2009, October 1, 2010 and May 2, 2011, respectively and may be
exercised at a price of $7.14 per warrant share. The exercise price and the
number of shares of WeightWatchers.com's common stock available for purchase
upon exercise of the warrants may be adjusted from time to time upon the
occurrence of certain described events.

12.  LEGAL

    The Company is not a party to any material pending legal proceedings. The
Company has had and continues to have disputes with the Company's franchisees
regarding, among other things, operations and revenue sharing, including the
interpretation of franchise territories as they relate to the internet and
mail-order products. In addition, due to the nature of its activities, the
Company is, at times, subject to pending and threatened legal actions that arise
out of the normal course of business. In the opinion of management, based in
part upon advice of legal counsel, the disposition of all such matters will not
have a material effect on the consolidated results of operations, cash flows or
financial position of the Company.

13.  INCOME TAXES

    As a result of the Transaction, the Company has provided for a valuation
allowance for its deferred tax assets. The determination of the net deferred tax
assets deemed realizable was based on available historical evidence, and
estimates of future taxable income. This amount may be subject to adjustment
based on changes to those factors in future periods.

    The primary differences between the U.S. federal statutory tax rate and the
Company's effective tax rate are the valuation allowance and state income taxes.
The effective tax rate for the three month and six month period ended June 30,
2001 were 38.9% and 36.6%, respectively.


14.  STOCK SPLIT



    On October 26, 2001, the Company's Board of Directors declared a
4.70536-for-one stock split to be effective concurrent with the effective date
of the registration statement filed by the Company in connection with its
initial public offering. In addition, the Company's Articles of Incorporation
was amended to authorize the issuance of up to one billion shares of common
stock, no par value, upon filing of the registration statement.



    All common share and per share amounts have been retroactively restated to
account for the stock split. In addition, stock options and the respective
exercise prices have been amended to reflect this split.



15.  GUARANTOR SUBSIDIARIES


    The Company's payment obligations under the Senior Subordinated Notes are
fully and unconditionally guaranteed on a joint and several basis by the
following wholly-owned subsidiaries: 58 WW Food Corp.; Waist Watchers, Inc.;
Weight Watchers Camps, Inc.; W.W. Camps and Spas, Inc.; Weight Watchers
Direct, Inc.; W/W Twentyfirst Corporation; W.W. Weight Reduction
Services, Inc.; W.W.I. European Services Ltd.; W.W. Inventory Service Corp.;
Weight Watchers North America, Inc.;

                                      F-50
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


15.  GUARANTOR SUBSIDIARIES (CONTINUED)

Weight Watchers UK Holdings Ltd.; Weight Watchers International Holdings Ltd.;
Weight Watchers (U.K.) Limited; Weight Watchers (Exercise) Ltd.; Weight Watchers
(Accessories & Publication) Ltd.; Weight Watchers (Food Products) Limited;
Weight Watchers New Zealand Limited; Weight Watchers International Pty Limited;
Fortuity Pty Ltd.; and Gutbusters Pty Ltd. (collectively, the "Guarantor
Subsidiaries"). The obligations of each Guarantor Subsidiary under its guarantee
of the Notes are subordinated to such subsidiary's obligations under its
guarantee of the new senior credit facility.

    Presented below is condensed consolidating financial information for Weight
Watchers International, Inc. ("Parent Company"), the Guarantor Subsidiaries and
the Non-Guarantor Subsidiaries (primarily companies incorporated in European
countries other than the United Kingdom). In the Company's opinion, separate
financial statements and other disclosures concerning each of the Guarantor
Subsidiaries would not provide additional information that is material to
investors. Therefore, the Guarantor Subsidiaries are combined in the
presentation below.

    Investments in subsidiaries are accounted for by the Parent Company on the
equity method of accounting. Earnings of subsidiaries are, therefore, reflected
in the Parent Company's investments in subsidiaries' accounts. The elimination
entries eliminate investments in subsidiaries and intercompany balances and
transactions.


16.  SUBSEQUENT EVENT



    Subsequent to June 30, 2001, the Company repurchased 3,566,663 shares of its
common stock from Heinz for an aggregate purchase price of $14.4 million. This
repurchase was funded with cash from operations.


                                      F-51
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL UNAUDITED CONSOLIDATING BALANCE SHEET

                            AS OF DECEMBER 30, 2000
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                                 NON-
                                                   PARENT      GUARANTOR      GUARANTOR
                                                   COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ---------   ------------   ------------   ------------   ------------
<S>                                               <C>         <C>            <C>            <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.....................  $  26,699     $ 11,191        $ 6,611       $      --     $  44,501
  Receivables, net..............................      7,390        5,941          1,347              --        14,678
  Notes receivable, current.....................      2,104           --              2              --         2,106
  Inventories...................................         --       11,867          3,177              --        15,044
  Prepaid expenses, other.......................      9,171        5,611          2,329              --        17,111
  Intercompany (payables) receivables...........    (10,921)       3,147          7,774              --            --
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT ASSETS........................     34,443       37,757         21,240              --        93,440

Investment in consolidated subsidiaries.........    175,876           --             --        (175,876)           --
Property and equipment, net.....................      1,272        5,679          1,194              --         8,145
Notes and other receivables, noncurrent.........      5,601           --             --              --         5,601
Goodwill, net...................................     28,367      121,814            720              --       150,901
Trademarks and other intangible assets, net.....      1,876        4,761             11              --         6,648
Deferred income taxes...........................    (44,713)     111,920             --              --        67,207
Deferred financing costs, other.................     13,676          271            328              --        14,275
                                                  ---------     --------        -------       ---------     ---------
    TOTAL ASSETS................................  $ 216,398     $282,202        $23,493       $(175,876)    $ 346,217
                                                  =========     ========        =======       =========     =========

LIABILITIES AND SHAREHOLDERS'
  (DEFICIT) EQUITY
CURRENT LIABILITIES
  Portion of long-term debt due within one
    year........................................  $  13,250     $    870        $    --       $      --     $  14,120
  Accounts payable..............................        932        8,379          2,678              --        11,989
  Accrued liabilities...........................     23,787       17,151          6,698              --        47,636
  Income taxes..................................      1,677         (414)         2,397              --         3,660
  Deferred revenue..............................         --        4,843            993              --         5,836
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT LIABILITIES...................     39,646       30,829         12,766              --        83,241

  Long-term debt................................    371,053       85,477             --              --       456,530
  Deferred income taxes.........................      2,481           --            626              --         3,107
  Other.........................................         --           --            121              --           121
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES...............................    373,534       85,477            747              --       459,758

  Redeemable preferred stock....................     25,996           --             --              --        25,996
  Shareholders' (deficit) equity................   (222,778)     165,896          9,980        (175,876)     (222,778)
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LIABILITIES AND SHAREHOLDERS'
      (DEFICIT) EQUITY..........................  $ 216,398     $282,202        $23,493       $(175,876)      346,217
                                                  =========     ========        =======       =========     =========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-52
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

               SUPPLEMENTAL UNAUDITED CONSOLIDATING BALANCE SHEET

                              AS OF JUNE 30, 2001
                                 (IN THOUSANDS)


<Table>
<Caption>
                                                                                 NON-
                                                   PARENT      GUARANTOR      GUARANTOR
                                                   COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                                  ---------   ------------   ------------   ------------   ------------
<S>                                               <C>         <C>            <C>            <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents.....................  $  12,306     $ 19,521        $13,793       $      --     $  45,620
  Receivables, net..............................      4,960       11,650          1,399              --        18,009
  Notes receivable, current.....................        606           --              2              --           608
  Inventories...................................         --        9,397          2,992              --        12,389
  Prepaid expenses, other.......................        419        9,593          1,731              --        11,743
  Intercompany receivables (payables)...........     24,074      (31,880)         7,806              --            --
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT ASSETS........................     42,365       18,281         27,723              --        88,369

Investment in consolidated subsidiaries.........    213,923           --             --        (213,923)           --
Property and equipment, net.....................      1,164        7,267          1,069              --         9,500
Notes and other receivables, noncurrent.........        240           --             --              --           240
Goodwill, net...................................     27,568      197,308            638              --       225,514
Trademarks and other intangible assets, net.....        837        6,216             13              --         7,066
Deferred income taxes...........................    (44,713)     111,920             --              --        67,207
Deferred financing costs, other.................     13,876           97            712              --        14,685
                                                  ---------     --------        -------       ---------     ---------
    TOTAL ASSETS................................  $ 255,260     $341,089        $30,155       $(213,923)    $ 412,581
                                                  =========     ========        =======       =========     =========

LIABILITIES AND SHAREHOLDERS'
  (DEFICIT) EQUITY
CURRENT LIABILITIES
  Portion of long-term debt due within one
    year........................................  $  15,321     $    836        $    --       $      --     $  16,157
  Accounts payable..............................        492        6,437          1,855              --         8,784
  Accrued liabilities...........................     28,033       20,076          7,450              --        55,559
  Income taxes..................................     (2,739)      19,073          3,527              --        19,861
  Deferred revenue..............................         --       13,723          1,205              --        14,928
                                                  ---------     --------        -------       ---------     ---------
    TOTAL CURRENT LIABILITIES...................     41,107       60,145         14,037              --       115,289

  Long-term debt................................    380,858       81,690             --              --       462,548
  Deferred income taxes.........................      2,481           --            559              --         3,040
  Other.........................................         --          775            115              --           890
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LONG-TERM DEBT AND OTHER
      LIABILITIES...............................    383,339       82,465            674              --       466,478

  Redeemable preferred stock....................     26,746           --             --              --        26,746
  Common stock subject to a Put.................     14,402           --             --              --        14,402
  Shareholders' (deficit) equity................   (210,334)     198,479         15,444        (213,923)     (210,334)
                                                  ---------     --------        -------       ---------     ---------
    TOTAL LIABILITIES AND SHAREHOLDERS'
      (DEFICIT) EQUITY..........................  $ 255,260     $341,089        $30,155       $(213,923)    $ 412,581
                                                  =========     ========        =======       =========     =========
</Table>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-53
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

          SUPPLEMENTAL UNAUDITED CONSOLIDATING STATEMENT OF OPERATIONS

                     FOR THE SIX MONTHS ENDED JULY 29, 2000

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $17,649      $183,716       $34,570        $     --       $235,935
Cost of revenues......................    2,375        87,957        20,826              --        111,158
                                        -------      --------       -------        --------       --------
  Gross profit........................   15,274        95,759        13,744              --        124,777
Marketing expenses....................    1,903        20,031         3,356              --         25,290
Selling, general and administrative
  expenses............................   15,023        10,052         3,672              --         28,747
                                        -------      --------       -------        --------       --------
  Operating (loss) income.............   (1,652)       65,676         6,716              --         70,740
Interest expense (income), net........   21,191         7,914           (87)             --         29,018
Other (income) expenses, net..........   (6,129)         (484)           19              --         (6,594)
Equity in income of consolidated
  subsidiaries........................   27,390            --            --         (27,390)            --
Franchise commission income (loss)....   17,100       (15,126)       (1,974)             --             --
                                        -------      --------       -------        --------       --------
  Income before income taxes and
    minority interest.................   27,776        43,120         4,810         (27,390)        48,316
(Benefit from) provision for income
  taxes...............................   (3,442)       18,381         1,933              --         16,872
                                        -------      --------       -------        --------       --------
  Income before minority interest.....   31,218        24,739         2,877         (27,390)        31,444
Minority interest.....................       --            --           226              --            226
                                        -------      --------       -------        --------       --------
  Net income..........................  $31,218      $ 24,739       $ 2,651        $(27,390)      $ 31,218
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-54
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

          SUPPLEMENTAL UNAUDITED CONSOLIDATING STATEMENT OF OPERATIONS

                     FOR THE SIX MONTHS ENDED JUNE 30, 2001

                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                      NON-
                                         PARENT     GUARANTOR      GUARANTOR
                                        COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ------------   ------------   ------------   ------------
<S>                                     <C>        <C>            <C>            <C>            <C>
Revenues, net.........................  $ 2,830      $277,354       $54,092        $     --       $334,276
Cost of revenues......................      563       119,883        28,698              --        149,144
                                        -------      --------       -------        --------       --------
  Gross profit........................    2,267       157,471        25,394              --        185,132
Marketing expenses....................       --        33,769         6,800              --         40,569
Selling, general and administrative
  expenses............................    9,669        20,929         4,883              --         35,481
                                        -------      --------       -------        --------       --------
  Operating (loss) income.............   (7,402)      102,773        13,711              --        109,082
Interest expense (income), net........   18,919         8,809          (360)             --         27,368
Other expenses, net...................    1,178         2,677            16              --          3,871
Equity in income of consolidated
  subsidiaries........................   53,193            --            --         (53,193)            --
Franchise commission income (loss)....   26,336       (22,957)       (3,379)             --             --
                                        -------      --------       -------        --------       --------
  Income before income taxes and
    minority interest.................   52,030        68,330        10,676         (53,193)        77,843
Provision for income taxes............    2,714        21,851         3,892              --         28,457
                                        -------      --------       -------        --------       --------
  Income before minority interest.....   49,316        46,479         6,784         (53,193)        49,386
Minority interest.....................       --            --            70              --             70
                                        -------      --------       -------        --------       --------
  Net income..........................  $49,316      $ 46,479       $ 6,714        $(53,193)      $ 49,316
                                        =======      ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-55
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

          SUPPLEMENTAL UNAUDITED CONSOLIDATING STATEMENT OF CASH FLOWS

                        FOR THE SIX MONTHS JULY 29, 2000
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                         NON-
                                            PARENT     GUARANTOR      GUARANTOR
                                           COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                           --------   ------------   ------------   ------------   ------------
<S>                                        <C>        <C>            <C>            <C>            <C>
Cash provided by (used for) operating
  activities............................   $ 54,914     $12,104        $ 1,079        $(28,527)       $39,570
                                           --------     -------        -------        --------        -------
Investing activities:
  Capital expenditures..................       (235)       (744)          (335)             --         (1,314)
  Advances to equity investment.........     (4,800)         --             --              --         (4,800)
  Other items, net......................     (2,143)       (740)            44              --         (2,839)
                                           --------     -------        -------        --------        -------
    Cash (used for) provided by
      investing activities..............     (7,178)     (1,484)          (291)             --         (8,953)
                                           --------     -------        -------        --------        -------
Financing activities:
  Net increase (decrease) in short-term
    borrowings..........................        196      (1,396)            --              --         (1,200)
  Parent company investment in
    subsidiaries........................    (25,208)         --             --          25,208             --
  Proceeds from borrowings..............         --          --             --              --             --
  Payment of dividends..................         --          --         (1,603)          1,603             --
  Payments on long-term debt............     (6,625)       (435)            --              --         (7,060)
  Deferred financing costs..............       (165)         --             --              --           (165)
  Net Parent (settlements) advances.....      2,177          --          1,217          (1,223)         2,171
                                           --------     -------        -------        --------        -------
    Cash (used for) provided by
      financing activities..............    (29,625)     (1,831)          (386)         25,588         (6,254)
                                           --------     -------        -------        --------        -------
Effect of exchange rate changes on cash
  and cash equivalents..................     (2,903)     (1,686)          (873)          2,939         (2,523)
Net increase (decrease) in cash and cash
  equivalents...........................     15,208       7,103           (471)             --         21,840
Cash and cash equivalents, beginning of
  year..................................      3,880      21,847          8,719              --         34,446
                                           --------     -------        -------        --------        -------
Cash and cash equivalents, end of
  year..................................   $ 19,088     $28,950        $ 8,248        $     --        $56,286
                                           ========     =======        =======        ========        =======
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-56
<Page>
              WEIGHT WATCHERS INTERNATIONAL, INC. AND SUBSIDIARIES

          SUPPLEMENTAL UNAUDITED CONSOLIDATING STATEMENT OF CASH FLOWS

                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                         NON-
                                            PARENT     GUARANTOR      GUARANTOR
                                           COMPANY    SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                           --------   ------------   ------------   ------------   ------------
<S>                                        <C>        <C>            <C>            <C>            <C>
Cash provided by operating activities...   $ 27,388     $110,293       $ 8,381        $(53,193)      $ 92,869
                                           --------     --------       -------        --------       --------
Investing activities:
  Capital expenditures..................        (51)        (867)         (269)             --         (1,187)
  Advances to equity investment.........     (7,844)          --            --              --         (7,844)
  Acquisition...........................         --      (84,353)           --              --        (84,353)
  Other items, net......................       (406)      (1,041)          (85)             --         (1,532)
                                           --------     --------       -------        --------       --------
  Cash used for investing activities....     (8,301)     (86,261)         (354)             --        (94,916)
                                           --------     --------       -------        --------       --------
Financing activities:
  Net (decrease) increase in short-term
    borrowings..........................       (566)         309            --              --           (257)
  Parent company investment in
    subsidiaries........................    (38,047)          --            --          38,047             --
  Proceeds from borrowings..............     60,000           --            --              --         60,000
  Payment of dividends..................         --      (11,585)           --          11,585             --
  Payments on long-term debt............    (38,913)      (3,822)           --              --        (42,735)
  Net parent settlements................         --           --           330            (330)            --
  Payments to acquire treasury stock....    (12,730)          --            --              --        (12,730)
  Proceeds from issuance of treasury
    stock...............................        430           --            --              --            430
                                           --------     --------       -------        --------       --------
  Cash (used for) provided by financing
    activities..........................    (29,826)     (15,098)          330          49,302          4,708
                                           --------     --------       -------        --------       --------
Effect of exchange rate changes on cash
  and cash equivalents..................     (3,654)        (604)       (1,175)          3,891         (1,542)
Net (decrease) increase in cash and cash
  equivalents...........................    (14,393)       8,330         7,182              --          1,119
Cash and cash equivalents, beginning of
  period................................     26,699       11,191         6,611              --         44,501
                                           --------     --------       -------        --------       --------
Cash and cash equivalents, end of
  period................................   $ 12,306     $ 19,521       $13,793        $     --       $ 45,620
                                           ========     ========       =======        ========       ========
</Table>

   The accompanying notes are an integral part of the consolidated financial
                                  statements.

                                      F-57
<Page>
                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors

Weight Watchers International, Incorporated

    In our opinion, the accompanying consolidated balance sheet and the related
consolidated statement of operations, changes in shareholders' equity and of
cash flows present fairly, in all material respects, the financial position of
Weighco Enterprises, Incorporated and Subsidiaries (the "Company") at
December 30, 2000, and the results of their operations and their cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our audit
of these statements in accordance with auditing standards generally accepted in
the United States of America which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

    On December 11, 2000, the Company entered into an Asset Purchase Agreement
with Weight Watchers International, Incorporated ("WWI"), under which WWI was to
acquire substantially all of the assets of the Company. The acquisition was
completed on January 16, 2001 and is more fully described in Note 15 to the
consolidated financial statements.

PricewaterhouseCoopers, LLP

March 3, 2001

Charlotte, NC

                                      F-58
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               DECEMBER 30, 2000

<Table>
<S>                                                           <C>
ASSETS
Current assets
  Cash......................................................  $ 6,172,489
  Accounts receivable.......................................       25,226
  Inventories...............................................    2,139,007
  Prepaid member materials..................................      476,619
  Prepaid consulting and other expenses.....................      492,996
                                                              -----------
    Total current assets....................................    9,306,337
                                                              -----------
Property and equipment, net.................................    1,553,703
                                                              -----------
Other assets:
  Cash surrender value--life insurance......................      511,319
  Intangible assets, net....................................   35,647,444
  Other non-current assets..................................      196,254
                                                              -----------
    Total other assets......................................   36,355,017
                                                              -----------
    Total assets............................................  $47,215,057
                                                              ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable--current portion............................  $ 4,080,000
  Accounts payable..........................................    2,156,604
  Accrued expenses..........................................    6,456,142
  Interest payable..........................................      345,434
  Deferred income...........................................    2,694,820
  Deferred compensation.....................................    1,000,000
                                                              -----------
    Total current liabilities...............................   16,733,000
                                                              -----------
Long-term liabilities:
  Notes payable--net of current portion.....................   21,203,345
                                                              -----------
Shareholders' equity:
  Common stock--$.331/3 par value, 30,000 shares authorized;
    shares issued and 16,783 outstanding....................        5,593
  Additional paid-in capital................................    3,107,941
  Treasury stock--at cost, 2,189 shares.....................       (2,189)
  Retained earnings.........................................    6,167,367
                                                              -----------
    Total shareholders' equity..............................    9,278,712
                                                              -----------
    Total liabilities and shareholders' equity..............  $47,215,057
                                                              ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-59
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 30, 2000

<Table>
<S>                                                           <C>
REVENUES:
  Meeting income............................................  $51,661,934
  Product sales.............................................    8,027,742
                                                              -----------
    Total revenue...........................................   59,689,676
                                                              -----------

COST OF REVENUE:
  Meeting and facility expenses.............................   20,579,961
  Cost of products sold.....................................    3,889,031
  Franchise royalty fees....................................    5,959,779
                                                              -----------
    Total cost of revenue...................................   30,428,771
                                                              -----------
    Gross profit............................................   29,260,905

OPERATING EXPENSES:
  General and administrative expenses.......................    5,934,717
  Marketing expense.........................................    4,114,108
  Management and incentive compensation (Note 13)...........    3,786,749
  Amortization expense......................................    3,307,040
  Acquisition related expenses (Note 15)....................    8,929,493
                                                              -----------
    Income from operations..................................    3,188,798
                                                              -----------

Other income (expense):
  Interest income...........................................      238,858
  Interest expense..........................................   (2,430,107)
  Loss on sale of franchise.................................     (226,945)
  Other.....................................................      (24,154)
                                                              -----------
    Total other expense.....................................   (2,442,348)
                                                              -----------
    Net income..............................................  $   746,450
                                                              ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-60
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 30, 2000

<Table>
<S>                                                           <C>
OPERATING ACTIVITIES:
  Net income................................................  $   746,450
  Adjustments to reconcile net income to cash provided by
    operating activities:
  Depreciation and amortization.............................    6,847,022
  Loss from sale of franchise...............................      226,945
  Changes in:
    Accounts receivable.....................................        6,313
    Prepaid member materials and expenses...................     (249,376)
    Inventories.............................................     (695,099)
    Other non-current assets................................     (168,986)
    Accounts payable and accrued expenses...................    4,175,075
    Deferred compensation and revenue.......................    1,435,243
                                                              -----------
  Net cash provided by operating activities.................   12,323,587
                                                              -----------

INVESTING ACTIVITIES:
  Acquisition of franchises.................................   (7,262,815)
  Purchase of property and equipment........................     (793,316)
  Proceeds from sale of franchise...........................      365,000
                                                              -----------
  Net cash used by investing activities.....................   (7,691,131)
                                                              -----------

FINANCING ACTIVITIES:
  Shareholder distributions.................................   (2,064,426)
  Repayment of borrowings and line of credit................   (6,026,914)
  Proceeds from borrowings and line of credit...............    3,976,462
  Proceeds from common shares issued........................      153,534
                                                              -----------
Net cash used by financing activities.......................   (3,961,344)
                                                              -----------
Net increase in cash........................................      671,112
Cash, beginning of year.....................................    5,501,377
                                                              -----------
Cash, end of year...........................................  $ 6,172,489
                                                              ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest......................................  $ 2,227,423
                                                              ===========
Cash paid for franchise taxes...............................  $   120,039
                                                              ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-61
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                          YEAR ENDED DECEMBER 30, 2000

<Table>
<Caption>
                                                                    ADDITIONAL                                TOTAL
                                               COMMON     COMMON     PAID-IN     TREASURY    RETAINED     SHAREHOLDERS'
                                               SHARES     STOCK      CAPITAL      STOCK      EARNINGS        EQUITY
                                              --------   --------   ----------   --------   -----------   -------------
<S>                                           <C>        <C>        <C>          <C>        <C>           <C>
BALANCES, DECEMBER 25, 1999................    16,400     $5,466    $2,954,534   $(2,189)   $ 7,485,343    $10,443,154
  Shares issued............................       383        127       153,407        --             --        153,534
  Net income...............................        --         --            --        --        746,450        746,450
  Shareholder distribution.................        --         --            --               (2,064,426)    (2,064,426)
                                               ------     ------    ----------   -------    -----------    -----------
BALANCES, DECEMBER 30, 2000................    16,783     $5,593    $3,107,941   $(2,189)   $ 6,167,367    $ 9,278,712
                                               ======     ======    ==========   =======    ===========    ===========
</Table>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      F-62
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 30, 2000

1.  NATURE OF BUSINESS

    Weighco Enterprises, Inc. (the "Company") was incorporated on January 26,
1988 and was organized under the laws of the State of Delaware. Weighco
Enterprises, Inc., prior to April 28, 2000 was previously known as Weighco of
Florida, Inc. The Company operates and conducts meetings as a Weight Watchers
International ("WWI") franchise in the states of Florida, Georgia, Alabama,
Texas, Oklahoma, North and South Carolina, Washington and Alaska.

    On December 11, 2000, the Company entered into an Asset Purchase Agreement
with Weight Watchers International, Inc. ("WWI"), under which WWI was to acquire
substantially all of the assets of the Company. The acquisition was completed on
January 16, 2001 and is further described in Note 15.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

    BASIS OF CONSOLIDATION

    The consolidated financial statements include the accounts of Weighco
Enterprises, Inc. and its wholly-owned subsidiaries, Weighco of Southwest, Inc.
and Weight Watchers Northwest, Inc., after elimination of all material
intercompany accounts and transactions.

    CASH EQUIVALENTS

    The Company considers short-term, highly liquid investments with an original
maturity of three months or less to be cash equivalents. The Company invests
excess cash reserves daily in Repurchase Agreements and Government Securities.

    PREPAID MEMBER MATERIALS

    Prepaid member materials consists of promotional and educational material
provided to program participants.

    INVENTORIES

    Inventories, consisting principally of cookbooks, points managers, mugs and
other resale items, are stated at the lower of cost, as determined on an average
cost basis, or market.

    PROPERTY AND EQUIPMENT

    Property and equipment are recorded at cost and depreciated on the
straight-line method over the estimated useful lives of the assets. When assets
are retired or otherwise disposed of, the cost and related depreciation are
removed from the accounts and any related gains or losses are included in
income.

    INTANGIBLES

    Goodwill, franchise costs and other intangibles arising from acquisitions
are amortized on a straight-line basis over the estimated useful lives of the
assets.

    The carrying values of intangible assets are reviewed for impairment by
management at least annually, or whenever changes in circumstances or events
indicate that such carrying values may not be

                                      F-63
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 30, 2000

2.  SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
recoverable, by assessing the recoverability of such assets through estimated
undiscounted future net cash flows.

    REVENUE RECOGNITION

    The Company earns revenue by conducting meetings and by selling products and
aids. Revenue is recognized when services are rendered and products are sold.
Deferred revenue, consisting of prepaid lecture income, is recognized in income
over the period earned.

    ADVERTISING COSTS

    It is the Company's policy to expense advertising costs as incurred.
Advertising costs totalled approximately $3.4 million for the year ended
December 30, 2000.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

3.  ACQUISITIONS

    In December 1999, the Company acquired twenty-five (25%) percent of the
outstanding stock of Weight Watchers of British Columbia, Ltd. ("British
Columbia") for $25,000. In October 2000, this investment interest was sold at
cost to a shareholder of the Company.

    On March 28, 2000, the Company purchased certain assets and franchise rights
of Weight Watchers of Greater Washington State, Inc. and Weight Watchers of
Alaska, Inc. The transaction was accounted for as a purchase, and accordingly,
the consolidated financial statements of Weighco Enterprises, Inc. include the
results of operations of Weight Watchers of Greater Washington State, Inc. and
Weight Watchers of Alaska, Inc. from the date of acquisition. The franchises
were purchased for $9,330,000 and $650,000, respectively, paid through a
combination of cash ($6,500,000) and the issuance of a note payable to the
seller ($3,480,000). The purchase price was allocated to current assets
($110,000) and intangibles and other assets ($9,870,000) based on the estimated
fair values of assets acquired and liabilities assumed, if any, at the date of
acquisition.

    Unaudited sales and operating income of the acquired franchises were
approximately $2.3 million and $315,000, respectively, for the three months
ended March 31, 2000.

    The Company capitalized professional fees totaling approximately $113,000
related to these acquisitions. Other expenses, including travel and meals,
totalled approximately $77,000 and were recorded as general and administrative
expenses in the statement of operations.

                                      F-64
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 30, 2000

4.  PROPERTY AND EQUIPMENT

    Property and equipment as of December 31, 2000 is summarized as follows:

                                  USEFUL LIVES

<Table>
<S>                                                        <C>             <C>
Furniture and fixtures...................................   5--7 years     $ 1,268,222
Machinery and equipment..................................   5--10 years        880,544
Leasehold improvements...................................  Term of lease       833,664
                                                                           -----------
                                                                             2,982,430
Less accumulated depreciation............................                   (1,428,727)
                                                                           -----------
                                                                           $ 1,553,703
                                                                           ===========
</Table>

    Depreciation expense totalled $164,648 for the year ended December 30, 2000.

5.  INTANGIBLES

    Intangibles as of December 31, 2000 are summarized as follows:

                                  USEFUL LIVES

<Table>
<S>                                                   <C>                 <C>
Franchise costs and tradenames......................    30--40 years      $41,003,392
Goodwill............................................      40 years            905,129
Noncompete agreements...............................  Term of agreement     6,100,000
                                                                          -----------
                                                                           48,008,521
Less accumulated amortization.......................                      (12,361,077)
                                                                          -----------
                                                                          $35,647,444
                                                                          ===========
</Table>

    Amortization expense totalled $6,682,374 for the year ended December 30,
2000. Of this amount, $3,375,334 related to write-offs of non-compete agreements
(see Note 15) and has been classified as part of acquisition related expenses.

6.  COMMITMENTS

    The Company entered into a management agreement with Weight Watchers of
North Carolina, Inc. ("WWNC"). The agreement permits the Company to conduct all
activities contained in the restated franchise agreement with Weight Watchers
International, Inc. ("WWI"). This agreement provides for annual royalty fees of
$350,000, payable in quarterly installments, without interest and secured by a
bank letter of credit. The management agreement was terminated in conjunction
with the acquisition, and WWNC was sold to the Company and included in assets
purchased by WWI.

    The Company is obligated, under franchise agreements with WWI, to pay
monthly royalty fees of 10% of the gross receipts from meeting and certain
product sales of the Company. Total royalty fees were approximately $5,182,864
in the year ended December 30, 2000. These agreements were terminated upon the
sale of the Company to WWI.

                                      F-65
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 30, 2000

6.  COMMITMENTS (CONTINUED)
    The Company is obligated under various deferred compensation, incentive
bonus and consulting agreements entered into as part of various franchise
acquisitions. As discussed in Note 15, these agreements were terminated and
settled through various payments upon the sale of the Company to WWI.

7.  INCOME TAXES

    The Company has elected treatment as a small business corporation (S
Corporation) for Federal and state income tax purposes and accordingly, the
Company has not recorded an income tax provision for the year ended
December 30, 2000 or for any prior periods.

8.  CONCENTRATIONS

    The Company maintains cash and cash equivalents balances at various
financial institutions, which are insured by the Federal Deposit Insurance
Corporation ("FDIC") up to $100,000. At certain times during the year, the
Company's cash balances may exceed this limit. Cash and cash equivalents held
with financial institutions exceeding FDIC limits was approximately $5,329,000
as of December 30, 2000. The Company has not experienced any losses associated
with these balances.

    In the course of its operations, the Company grants trade credits to its
customers. Due to the number and geographic dispersion of its customers, the
Company does not have any significant concentrations of business transacted with
a particular customer. However, the Company purchases substantially all of its
inventory from WWI under the provisions of their various franchise agreements.

9.  LINE OF CREDIT

    The Company has a revolving credit line of $2.1 million with a bank.
Borrowings under the line of credit accrue interest at 3/4% below the prime rate
(8.75% at December 30, 2000) and is payable on demand. The line of credit is
collateralized by inventories, property and equipment, and customer contacts.
The line of credit expires March 30, 2001. At December 30, 2000, the Company had
no balances outstanding under the line of credit.

                                      F-66
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 30, 2000

10.  NOTES PAYABLE

    Notes payable consist of the following:

<Table>
<S>                                                           <C>
Note payable--H.J. Heinz Company, interest payable annually
  each March at 9%, principal installments of $250,000
  annually each March, note matures March 2003..............  $ 2,015,000

Bank note payable $33,333 per month, plus interest at prime
  minus 1/2% (9% at December 30, 2000), maturing
  January 2003 when all outstanding principal and interest
  are due...................................................    1,688,345

Bank notes payable in escalating monthly principal payments,
  plus interest at prime (9.5% at December 30, 2000),
  maturing in October 2005..................................   14,500,000

Various bank notes payable in monthly installments ranging
  from $8,333 to $50,000, over their respective terms, plus
  interest at prime minus 1/2% (9% at December 30, 2000),
  maturing at various dates through August 2004.............    3,600,000

Note payable to former owners of acquired franchises in
  annual installments of $580,000 through March 2006, plus
  interest at 8%............................................    3,480,000
                                                              -----------

                                                               25,283,345

Less: current portion.......................................    4,080,000
                                                              -----------

Long-term portion...........................................  $21,203,345
                                                              ===========
</Table>

    The various notes payable are collateralized by franchise agreements and
various assets of the Company and certain guarantees as defined in the
respective agreements. Certain of these notes contain restrictions, which
include limitations on subsequent indebtedness, prohibitions against guarantees,
limits on shareholder distributions, and future consolidation or merger of the
Company.

    Following are the maturities of notes payable for each for the next five
years and in the aggregate as of December 30, 2000:

<Table>
<S>                                                           <C>
2001........................................................  $ 4,080,000
2002........................................................    4,830,000
2003........................................................    6,683,337
2004........................................................    4,530,000
2005........................................................    4,580,008
Thereafter..................................................      580,000
                                                              -----------
                                                              $25,283,345
                                                              ===========
</Table>

    The outstanding notes payable were paid in full subsequent to year-end in
conjunction with the acquisition of the Company.

                                      F-67
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 30, 2000

11.  LEASING ARRANGEMENTS

    The Company leases space for its executive offices and meeting facilities
under operating leases expiring in various years through 2005. Certain of the
leases contain provisions for renewal at the option of the Company upon
expiration. Following are the approximate annual future minimum lease payments
under noncancelable operating leases having a remaining term in excess of one
year as of December 30, 2000:

<Table>
<S>                                                           <C>
2001........................................................  $2,476,760
2002........................................................   1,603,661
2003........................................................     967,129
2004........................................................     470,986
2005........................................................     163,029
                                                              ----------
                                                              $5,681,565
                                                              ==========
</Table>

    Rent expense was approximately $4,657,000 in the year ended December 30,
2000.

12.  STOCK INCENTIVE PLAN

    The Company has 1995 and 1998 share appreciation plans whereby share
appreciation rights ("SARs") may be granted to officers and others. Under the
terms of the plans, SARs are valued as specified in the Shareholders' Agreement.
The SARs may be exercised in exchange for cash or a combination of cash and the
Company's stock, not to exceed 50% in Company stock (at a value also specified
in the Shareholders' Agreement). Upon grant, the SARs vest at a rate of 20% per
year. The 1995 SARs were fully vested as of December 31, 1999. The 1995 and 1998
SARs may be paid on or before March 31, 2003. In March 2000, settlement for 482
of the 1995 SARs was made in the form of both cash and Company stock.
Compensation expense under the terms of the plans included in operating expenses
totalled $636,724 in the year ended December 30, 2000. In conjunction with the
acquisition of the Company and related termination of these plans, an additional
lump-sum payment was made and included in acquisition related expenses, as
described in Note 15.

13.  MANAGEMENT AND INCENTIVE COMPENSATION

    Management and incentive compensation consists primarily of amounts paid to
or for a certain shareholder of the Company, certain current and former
franchise owners and a certain officer of the Company. For the year ended
December 30, 2000, management and incentive compensation included in operating
expenses consists of the following:

<Table>
<S>                                                           <C>
Office expense paid to a shareholder........................  $  139,737
Management fees paid to a shareholder and a former franchise
  owner.....................................................     240,000
Rental fees paid to an owner of a Company managed
  franchise.................................................     350,004
Key man life insurance premiums.............................      79,284
Stock Appreciation Rights compensation expense..............     636,724
Incentive compensation paid to a shareholder, a former
  franchise owner and an officer of the Company.............   2,341,000
                                                              ----------
                                                              $3,786,749
                                                              ==========
</Table>

                                      F-68
<Page>
                   WEIGHCO ENTERPRISES, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 30, 2000

14.  RELATED PARTY TRANSACTIONS

    The Company has a management agreement with Grant Peacock & Company, Inc.
for financial, management, and administrative services. Grant Peacock &
Company, Inc. is owned by a shareholder of the Company. This agreement has no
expiration date and can be terminated by either party at the end of any fiscal
year. Fees incurred under this agreement totalled $120,000 for the year ended
December 30, 2000. The Company also reimburses Grant Peacock & Company for
certain expenses in performing its management and administrative duties.
Expenses reimbursed for the year ended December 30, 2000 totalled $139,737. The
management agreement was terminated subsequent to year-end upon the acquisition
of the Company by WWI.

    Grant Peacock & Company, Inc. is also entitled to an incentive management
fee based on net income of the Company after certain adjustments. Incentive
management fees included in operating results totalled $1,472,000 in the year
ended December 30, 2000. No future payments will be made under this agreement.

    Purchases from WWI of inventory and member materials totalled $4.7 million
in the year ended December 30, 2000.

15.  ACQUISITION OF THE COMPANY

    On December 11, 2000, the Company entered into an Asset Purchase Agreement
with Weight Watchers International, Inc. ("WWI"), under which WWI was to acquire
substantially all of the assets of the Company. In connection with this
agreement, the Company agreed to settle and/or cancel various employment,
compensation and non-compete agreements, the cost of which totalled
approximately $8,929,493 and is included in acquisition related expenses in the
statement of operations for the year ended December 30, 2000 as follows:

<Table>
<S>                                                           <C>
Professional fees...........................................  $  167,638
Incentive compensation paid to an officer of the Company and
  a former franchise owner..................................   5,386,521
Additional amortization expense related to termination of
  non-compete agreements....................................   3,375,334
                                                              ----------
                                                              $8,929,493
                                                              ==========
</Table>

    The aforementioned acquisition was completed on January 16, 2001.

                                      F-69
<Page>

                          Picture of POINTS Calculator
                   Picture of WeightWatchers.com website page
                              Weight Watchers Logo
                             Picture of recipe book
                      Pictures of Just 2 POINTS snack bars
                       Picture of Weight Watchers candies
     Picture of Weight Watchers book by Sarah Ferguson, the Duchess of York

<Page>
                                     [LOGO]
<Page>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The actual and estimated expenses in connection with the offering, all of
which will be borne by Weight Watchers International, Inc. are as follows:


<Table>
<S>                                                           <C>
SEC Registration Fee........................................  $  115,058
Printing and Engraving Expenses.............................     275,000
Legal Fees..................................................   1,000,000
Accounting Fees.............................................     500,000
NYSE Listing Fees...........................................     250,000
NASD Filing Fee.............................................      30,500
Miscellaneous...............................................      50,000
                                                              ----------
Total.......................................................  $2,220,558
                                                              ==========
</Table>


ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Our articles of incorporation provide for the indemnification of our
directors and officers in a variety of circumstances, which may include
indemnification for liabilities under the Securities Act. Under sections
13.1-697 and 13.1-702 of the Virginia Stock Corporation Act, a Virginia
corporation generally is authorized to indemnify its directors and officers in
civil and criminal actions if they acted in good faith and believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. Our articles of incorporation require indemnification of directors and
officers with respect to certain liabilities and expenses imposed upon them by
reason of having been a director or officer, except in the case of willful
misconduct or a knowing violation of criminal law. Weight Watchers also carries
insurance on behalf of its directors, officers, employees or agents that may
cover liabilities under the Securities Act. In addition, the Virginia Stock
Corporation Act and our articles of incorporation eliminate the liability for
monetary damages of a director officer in a shareholder or derivative
proceeding. This elimination of liability will not apply in the event of willful
misconduct or a knowing violation of criminal law or any federal or state
securities law. Sections 13.1-692.1 and 13.1-696 through 704 of the Virginia
Stock Corporation Act are incorporated into this paragraph by reference.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

    During the three years preceding the filing of this registration statement,
the Registrant sold shares of and issued options for its common stock and
preferred stock in the amounts, at the times, and for the aggregate amounts of
consideration listed below without registration under the Securities Act of
1933. Exemption from registration under the Securities Act for each of the
following sales is claimed under Section 4(2) of the Securities Act because each
of the transactions was by the issuer and did not involve a public offering:


    On September 29, 1999, in connection with a stock split, H.J. Heinz Company
received 276,423,607 shares of common stock of the Registrant.



    On December 17, 1999, the Registrant issued to a number of its employees
options to purchase a total of 3,723,822 shares of its common stock at an
exercise price of $2.13 per share.



    On December 17, 1999, the Registrant issued to a non-employee director
options to purchase a total of 282,322 shares of its common stock at an exercise
price of $2.13 per share.



    On April 28, 2000, the Registrant issued to a number of its employees
options to purchase a total of 927,426 shares of its common stock at an exercise
price of $2.13 per share.


                                      II-1
<Page>

    On June 15, 2000, the Registrant issued to an employee director options to
purchase a total of 282,322 shares of its common stock at an exercise price of
$2.13 per share.



    On July 5, 2000, the Registrant issued to an employee options to purchase a
total of 141,161 shares of its common stock at an exercise price of $2.13 per
share.



    On September 1, 2000, the Registrant issued 23,527 shares of common stock to
an employee for an aggregate consideration of $50,000, and issued to that
employee options to purchase a total of 70,580 shares of its common stock at an
exercise price of $2.13 per share.



    On October 1, 2000, the Registrant issued 21,174 shares of common stock to
an employee for an aggregate consideration of $49,500 and issued to that
employee options to purchase a total of 63,522 shares of its common stock at an
exercise price of $2.34.



    On February 21, 2001, the Registrant issued to a number of its employees
options to purchase a total of 42,348 shares of its common stock at an exercise
price of $4.04 per share.



    On May 7, 2001, the Registrant issued 94,107 shares of common stock to an
employee for an aggregate consideration of $380,000 and issued to that employee
options to purchase a total of 282,322 shares of its common stock at an exercise
price of $4.04.



    On July 9, 2001, the Registrant issued to a number of its employees options
to purchase a total of 272,440 shares of its common stock at an exercise price
of $4.04 per share.



    On August 16, 2001, the Registrant issued 23,527 shares of common stock to
an employee for an aggregate consideration of $95,000 and issued to that
employee options to purchase a total of 70,580 shares of its common stock at an
exercise price of $4.04.


ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A)  EXHIBITS


<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------                                ----------------------
<C>                     <S>
        1.1*            Form of Underwriting Agreement.
        3.1*            Form of Second Amended and Restated Articles of
                        Incorporation of Weight Watchers International, Inc.
        3.2*            Form of Second Amended and Restated Bylaws of Weight
                        Watchers International, Inc.
        4.1             Senior Subordinated Dollar Notes Indenture, dated as of
                        September 29, 1999, between Weight Watchers International,
                        Inc. and Norwest Bank Minnesota, National Association
                        (Incorporated by reference to Exhibit 4.1 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement No.
                        333-92005).
        4.2             Guarantee Agreement, dated as of March 3, 2000, given by 58
                        WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps,
                        Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct,
                        Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction
                        Services, Inc., W.W.I. European Services, Ltd., W.W.
                        Inventory Service Corp., Weight Watchers North America,
                        Inc., Weight Watchers UK Holdings Ltd, Weight Watchers
                        International Holdings Ltd, Weight Watchers U.K. Limited,
                        Weight Watchers (Accessories & Publications) Ltd, Weight
                        Watchers (Food Products) Limited, Weight Watchers New
                        Zealand Limited, Weight Watchers International Pty Limited,
                        Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by
                        reference to Exhibit 4.2 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).
        4.3             Senior Subordinated Euro Notes Indenture, dated as of
                        September 29, 1999, between Weight Watchers International
                        Inc. and Norwest Bank Minnesota, National Association
                        (Incorporated by reference to Exhibit 4.3 of Weight Watchers
                        International, Inc.'s Form S-4 Registration Statement No.
                        333-92005).
</Table>


                                      II-2
<Page>


<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------                                ----------------------
<C>                     <S>
        4.4             Guarantee Agreement, dated as of March 3, 2000, given by 58
                        WW Food Corp., Waist Watchers, Inc., Weight Watchers Camps,
                        Inc. W.W. Camps and Spas, Inc., Weight Watchers Direct,
                        Inc., W/W Twentyfirst Corporation, W.W. Weight Reduction
                        Services, Inc., W.W.I. European Services, Ltd., W.W.
                        Inventory Service Corp., Weight Watchers North America,
                        Inc., Weight Watchers UK Holdings Ltd, Weight Watchers
                        International Holdings Ltd, Weight Watchers U.K. Limited,
                        Weight Watchers (Accessories & Publications) Ltd, Weight
                        Watchers (Food Products) Limited, Weight Watchers New
                        Zealand Limited, Weight Watchers International Pty Limited,
                        Fortuity Pty Ltd and Gutbusters Pty Ltd. (Incorporated by
                        reference to Exhibit 4.4 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).
        4.5*            Form of Shareholders' Rights Plan.
        4.6*            Specimen of stock certificate representing Weight Watchers
                        International, Inc.'s common stock, no par value.
        5.1**           Opinion of Hunton & Williams.
       10.1*            Amended and Restated Credit Agreement, dated as of
                        January 16, 2001, among Weight Watchers International, Inc.,
                        WW Funding Corp., Credit Suisse First Boston, BHF (USA)
                        Capital Corporation, The Bank of Nova Scotia and various
                        financial institutions.
       10.2             Preferred Stockholders' Agreement, dated as of September 29,
                        1999, among Weight Watchers International, Inc., Artal
                        Luxembourg S.A. and H.J. Heinz Company (Incorporated by
                        reference to Exhibit 10.2 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).
       10.3             Stockholders' Agreement, dated as of September 29, 1999,
                        among Weight Watchers International, Inc., Artal Luxembourg
                        S.A. and H.J. Heinz Company (Incorporated by reference to
                        Exhibit 10.3 of Weight Watchers International, Inc.'s Form
                        S-4 Registration Statement No. 333-92005).
       10.4             License Agreement, dated as of September 29, 1999, between
                        WW Foods, LLC and Weight Watchers International, Inc.
                        (Incorporated by reference to Exhibit 10.4 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.5             License Agreement, dated as of September 29, 1999, between
                        Weight Watchers International, Inc. and H.J. Heinz Company
                        (Incorporated by reference to Exhibit 10.5 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.6             License Agreement, dated as of September 29, 1999, between
                        WW Foods, LLC and H.J. Heinz Company (Incorporated by
                        reference to Exhibit 10.6 of Weight Watchers International,
                        Inc.'s Form S-4 Registration Statement No. 333-92005).
       10.7             LLC Agreement, dated as of September 29, 1999, between H.J.
                        Heinz Company and Weight Watchers International Inc.
                        (Incorporated by reference to Exhibit 10.7 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.8             Operating Agreement, dated as of September 29, 1999, between
                        Weight Watchers International, Inc. and H.J. Heinz Company
                        (Incorporated by reference to Exhibit 10.8 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.9**           Stockholders' Agreement, dated as of September 30, 1999,
                        among Weight Watchers International, Inc., Artal
                        Luxembourg S.A., Merchant Capital, Inc., Logo Incorporated
                        Pty. Ltd., Longisland International Limited, Envoy Partners
                        and Scotiabanc, Inc.
       10.10            Registration Rights Agreement, dated as of September 29,
                        1999, among WeightWatchers.com, Inc., Weight Watchers
                        International, Inc., H.J. Heinz Company and Artal Luxembourg
                        S.A. (Incorporated by reference to Exhibit 10.10 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
</Table>


                                      II-3
<Page>


<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------                                ----------------------
<C>                     <S>
       10.11            Stockholders' Agreement, dated as of September 29, 1999,
                        among WeightWatchers.com, Weight Watchers International,
                        Inc., Artal Luxembourg S.A., H.J. Heinz Company
                        (Incorporated by reference to Exhibit 10.11 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.12            Letter Agreement, dated as of September 29, 1999, between
                        Weight Watchers International, Inc. and The Invus Group,
                        Ltd. (Incorporated by reference to Exhibit 10.12 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.13            Agreement of Lease, dated as of August 1, 1995, between
                        Industrial & Research Associates Co. and Weight Watchers
                        International, Inc. (Incorporated by reference to Exhibit
                        10.13 of Weight Watchers International, Inc.'s Form S-4
                        Registration Statement No. 333-92005).
       10.14            Lease Agreement, dated as of April 1, 1997, between Junto
                        Investments and Weight Watchers North America, Inc.
                        (Incorporated by reference to Exhibit 10.14 of Weight
                        Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.15            Lease Agreement, dated as of August 31, 1995, between 89
                        State Line Limited Partnership and Weight Watchers North
                        America, Inc. (Incorporated by reference to Exhibit 10.15 of
                        Weight Watchers International, Inc.'s Form S-4 Registration
                        Statement No. 333-92005).
       10.16            Weight Watchers Savings Plan, dated as of October 3, 1999
                        (Incorporated by reference to Exhibit 10.17 filed with
                        Weight Watchers International, Inc.'s Annual Report on
                        Form 10-K for the fiscal year ended April 29, 2000).
       10.17            Weight Watchers Executive Profit Sharing Plan, dated as of
                        October 4, 1999 (Incorporated by reference to Exhibit 10.18
                        filed with Weight Watchers International, Inc.'s Annual
                        Report on Form 10-K for the fiscal year ended April 29,
                        2000).
       10.18            1999 Stock Purchase and Option Plan of Weight Watchers
                        International, Inc. and Subsidiaries (Incorporated by
                        reference to Exhibit 10.19 filed with the Weight Watchers
                        International, Inc.'s Annual Report on Form 10-K for the
                        fiscal year ended April 29, 2000).
       10.19            Weight Watchers.com Stock Incentive Plan of Weight Watchers
                        International, Inc. and Subsidiaries (Incorporated by
                        reference to Exhibit 10.20 filed with Weight Watchers
                        International, Inc.'s Annual Report on Form 10-K for the
                        fiscal year ended April 29, 2000).
       10.20**          Warrant Agreement, dated as of November 24, 1999, between
                        WeightWatchers.com, Inc. and Weight Watchers International,
                        Inc.
       10.21**          Warrant Certificate of WeightWatchers.com, Inc. No. 1, dated
                        as of November 24, 1999.
       10.22            Warrant Agreement, dated as of October 1, 2000, between
                        WeightWatchers.com, Inc. and Weight Watchers International,
                        Inc. (Incorporated by reference to Exhibit 10.2 filed with
                        Weight Watchers International, Inc.'s Quarterly Report on
                        Form 10-Q for the quarterly period ended October 28, 2000).
       10.23            Warrant Certificate of WeightWatchers.com, Inc. No. 2, dated
                        as of October 1, 2000 (Incorporated by reference to
                        Exhibit 10.2 filed with Weight Watchers International,
                        Inc.'s Quarterly Report on Form 10-Q for the quarterly
                        period ended October 28, 2000).
       10.24**          Second Amended and Restated Note, dated as of September 10,
                        2001, by WeightWatchers.com, Inc. to Weight Watchers
                        International, Inc.
       10.25            Warrant Agreement, dated as of May 3, 2001, between
                        WeightWatchers.com, Inc. and Weight Watchers International,
                        Inc. (Incorporated by reference to Exhibit 10.2 filed with
                        Weight Watchers International, Inc.'s Quarterly Report on
                        Form 10-Q for the quarterly period ended June 30, 2001).
       10.26            Warrant Certificate of WeightWatchers.com, Inc., No. 3,
                        dated as of May 3, 2001 (Incorporated by reference to
                        Exhibit 10.3 filed with Weight Watchers International,
                        Inc.'s Quarterly Report on Form 10-Q for the quarterly
                        period ended June 30, 2001).
</Table>


                                      II-4
<Page>


<Table>
<Caption>
EXHIBIT NO.                                DESCRIPTION OF EXHIBIT
-----------                                ----------------------
<C>                     <S>
       10.27            Put/Call Agreement, dated April 18, 2001, between Weight
                        Watchers International, Inc. and H.J. Heinz Company
                        (Incorporated by reference to Exhibit 10.4 filed with Weight
                        Watchers International, Inc.'s Quarterly Report on
                        Form 10-Q for the quarterly period ended June 30, 2001).
       10.28*           Amendment No. 1 to Credit Agreement, dated as of April 26,
                        2001, among Weight Watchers International, Inc., WW Funding
                        Corp., Credit Suisse First Boston, BHF (USA) Capital
                        Corporation, The Bank of Nova Scotia and various financial
                        institutions.
       10.29**          Warrant Agreement, dated as of September 10, 2001, between
                        WeightWatchers.com, Inc. and WeightWatchers.com, Inc. and
                        Weight Watchers International, Inc.
       10.30**          Warrant Certificate of WeightWatchers.com, Inc., No. 4,
                        dated as of September 10, 2001.
       10.31**          Second Amended and Restated Collateral Assignment and
                        Security Agreement, dated as of September 10, 2001, by
                        WeightWatchers.com, Inc. in favor of Weight Watchers
                        International, Inc.
       10.32*           Termination Agreement between Weight Watchers International,
                        Inc. and Artal Luxembourg S.A.
       10.33**          Amended and Restated Co-Pack Agreement between Weight
                        Watchers International, Inc. and Nellson
                        Nutraceutical, Inc.
       10.34*           Form of Intellectual Property License Agreement between
                        Weight Watchers International, Inc. and WeightWatchers.com,
                        Inc.
       10.35*           Form of Service Agreement between Weight Watchers
                        International, Inc. and WeightWatchers.com, Inc.
       10.36*           Form of Corporate Agreement between Weight Watchers
                        International, Inc. and Artal Luxembourg S.A.
       10.37**          Guaranty of Sublease, dated as of September 12, 2000, by
                        Weight Watchers International, Inc. of the Agreement of
                        Sublease between RDR Associates, Inc. and
                        WeightWatchers.com, Inc.
       10.38**          Registration Rights Agreement, dated as of September 29,
                        1999, among Weight Watchers International, Inc., H.J. Heinz
                        Company and Artal Luxembourg S.A.
       21**             List of Subsidiaries.
       23.1             Consent of Hunton & Williams (included in Exhibit 5.1).
       23.2**           Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants, relating to Weight Watchers International,
                        Inc.'s financial statements.
       23.3**           Consent of PricewaterhouseCoopers LLP, Independent
                        Accountants, relating to financial statements of Weighco
                        Enterprises, Inc. and Subsidiaries.
       24               Power of Attorney (Previously filed).
</Table>


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

*   To be filed by amendment.


**  Filed herewith.


(B) FINANCIAL STATEMENT SCHEDULE

    Schedule II--Valuation and Qualifying Accounts--Period from December 30,
2000, and years ended December 30, 2000, April 23, 2000 and April 24, 1999 on
page II-7.

                                      II-5
<Page>
                       REPORT OF INDEPENDENT ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Weight Watchers International, Inc.:


    Our audits of the consolidated financial statements referred to in our
report dated March 2, 2001 appearing elsewhere in this Registration Statement
also included an audit of the financial statement schedule listed in Item 16(b)
of this Form S-1. In our opinion, this financial statement schedule presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.


PricewaterhouseCoopers LLP
New York, New York
March 2, 2001

                                      II-6
<Page>
                      WEIGHT WATCHERS INTERNATIONAL, INC.
                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

<Table>
<Caption>
                                                   BALANCE AT    CHARGED TO                   BALANCE AT
                                                  BEGINNING OF   COSTS AND                      END OF
                                                     PERIOD       EXPENSES    DEDUCTIONS(1)     PERIOD
                                                  ------------   ----------   -------------   ----------
<S>                                               <C>            <C>          <C>             <C>
EIGHT MONTH PERIOD ENDED DECEMBER 30, 2000

  Allowance for doubtful accounts...............     $  609        $  198        $   (10)       $  797

  Inventory reserves, other.....................      1,557         3,993         (3,018)        2,532

FISCAL YEAR ENDED APRIL 29, 2000

  Allowance for doubtful accounts...............     $  994        $ (385)       $    --        $  609

  Inventory reserves, other.....................      1,436         3,360         (3,239)        1,557

FISCAL YEAR ENDED APRIL 24, 1999

  Allowance for doubtful accounts...............     $  876        $  118        $    --        $  994

  Inventory reserves, other.....................      3,961         3,910         (6,435)        1,436

FISCAL YEAR ENDED APRIL 25, 1998

  Allowance for doubtful accounts...............     $  733        $  143        $    --        $  876

  Inventory reserves, other.....................        472         4,505         (1,016)        3,961
</Table>

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

(1) Primarily represents the utilization of established reserves, net of
    recoveries.

                                      II-7
<Page>
ITEM 17. UNDERTAKINGS.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

    The undersigned registrant hereby undertakes that:

           (1)  For purposes of determining any liability under the Securities
       Act, the information omitted from the form of prospectus filed as part of
       this Registration Statement in reliance upon Rule 430A and contained in a
       form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
       (4) or 497(h) under the Securities Act shall be deemed to be part of this
       Registration Statement as of the time it was declared effective.

           (2)  For the purpose of determining any liability under the
       Securities Act, each post-effective amendment that contains a form of
       prospectus shall be deemed to be a new registration statement relating to
       the securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering thereof.

                                      II-8
<Page>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized on October 29, 2001.


<Table>
<S>                                                    <C>  <C>
                                                       WEIGHT WATCHERS INTERNATIONAL, INC.

                                                       By:                      *
                                                            -----------------------------------------
                                                                           Linda Huett
                                                              President, Chief Executive Officer and
                                                                             Director
</Table>


    Pursuant to the requirements of the Securities Act, as amended, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 29th day of October, 2001.


<Table>
<Caption>
                      SIGNATURE                                            TITLE
                      ---------                                            -----
<C>                                                    <S>
                          *                            President, Chief Executive Officer and
     -------------------------------------------         Director
                     Linda Huett                         (PRINCIPAL EXECUTIVE OFFICER)

                          *
     -------------------------------------------       Vice President and Chief Financial Officer
                 Thomas S. Kiritsis                      (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

                          *
     -------------------------------------------       Chairman of the Board of Directors
                   Raymond Debbane

                 /s/ SACHA LAINOVIC
     -------------------------------------------       Director
                   Sacha Lainovic

                          *
     -------------------------------------------       Director
               Christopher J. Sobecki

                          *
     -------------------------------------------       Director
                 Jonas M. Fajgenbaum
</Table>


<Table>
<S>   <C>                                                    <C>
*By:                   /s/ SACHA LAINOVIC
             --------------------------------------
                        ATTORNEY-IN-FACT
</Table>


                                      II-9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>a2061567zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<Page>

                                                                     EXHIBIT 5.1


                                Hunton & Williams
                           Riverfront Plaza, East Tower
                              951 East Byrd Street
                            Richmond, Virginia 23219
                                 (804) 788-8200



October 29, 2001



Board of Directors
Weight Watchers International, Inc.
175 Crossways Park West
Woodbury, New York 11797-2055

                       WEIGHT WATCHERS INTERNATIONAL, INC.
             REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-69362)


Ladies and Gentlemen:

      We have acted as counsel for Weight Watchers International, Inc. (the
"Company") in connection with the Registration Statement on Form S-1 (File No.
333-69362), as filed with the Securities and Exchange Commission (the
"Commission") on September 14, 2001 (as amended and supplemented, the
"Registration Statement") pursuant to the Securities Act of 1933, as amended
(the "Act"). The Registration Statement relates to the sale in an underwritten
public offering of 20,010,000 shares, giving effect to the issuance of shares in
the 4.70536-for-1 stock split described in the Registration Statement (the
"Stock Split"), (including 2,610,000 shares subject to the underwriters'
over-allotment option) of the Company's common stock, no par value (the
"Shares"), by certain of the Company's shareholders (the "Selling
Shareholders").

      This opinion is being furnished in accordance with the requirements of
Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.

      In connection therewith, we have examined and relied upon the original or
a copy, certified to our satisfaction, of (i) the Articles of Incorporation and
the Bylaws of the Company, each as amended to date; (ii) actions of the Board of
Directors of the Company authorizing the offering and the issuance of the Shares
and related matters; (iii) the Registration Statement and exhibits thereto; and
(iv) such other documents, instruments or other information as we deemed
necessary or appropriate in rendering our opinion. In making the foregoing
examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies. As to various questions of fact material to this opinion, we
have relied, to the extent we deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independently
checking or verifying the accuracy of such documents, records and instruments.

<Page>

October 29, 2001
Page 2


      We do not purport to express an opinion on any laws other than the laws of
the Commonwealth of Virginia.

      Based upon the foregoing, we are of the opinion that:

      1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.

      2. Upon (i) the valid completion of all corporate action by the Company
necessary to amend the Company's Articles of Incorporation to authorize an
increase in the number of authorized shares of the Company's common stock and to
effect the Stock Split, as described in the Registration Statement, and (ii) the
effectiveness of appropriate Articles of Amendment, the Shares will have been
duly authorized, legally issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act or the rules and regulations
promulgated thereunder by the Commission.

      This opinion letter is rendered as of the date first above written and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company or the
Shares.

                                    Very truly yours,

                                    /s/ Hunton & Williams


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>a2061567zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<Page>

                                                                    Exhibit 10.1

                                                                [EXECUTION COPY]


                     AMENDED AND RESTATED CREDIT AGREEMENT,


                          dated as of January 16, 2001

                             (amending and restating
              the Credit Agreement, dated as of September 29, 1999)

                                      among

                      WEIGHT WATCHERS INTERNATIONAL, INC.,
                                  as a Borrower

                                WW FUNDING CORP.,
                               as the SP1 Borrower

                         VARIOUS FINANCIAL INSTITUTIONS,
                                 as the Lenders

                           CREDIT SUISSE FIRST BOSTON,
                            as the Syndication Agent,
                       a Lead Arranger and a Book Manager

                         BHF (USA) CAPITAL CORPORATION,
                           as the Documentation Agent

                                       and

                            THE BANK OF NOVA SCOTIA,
                          as the Administrative Agent,
                       a Lead Arranger and a Book Manager
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>

                                                     ARTICLE I

                                         DEFINITIONS AND ACCOUNTING TERMS

    SECTION 1.1.             Defined Terms........................................................................3
    SECTION 1.2.             Use of Defined Terms................................................................39
    SECTION 1.3.             Cross-References....................................................................39
    SECTION 1.4.             Accounting and Financial Determinations.............................................40
    SECTION 1.5.             Currency Conversions................................................................40

                                                    ARTICLE II

                          CONTINUATION OF CERTAIN EXISTING LOANS, COMMITMENTS, BORROWING
                       AND ISSUANCE PROCEDURES, NOTES, LETTERS OF CREDIT AND TLC PROVISIONS

    SECTION 2.1.             Loan Commitments....................................................................40
    SECTION 2.1.1.           Continuation of Existing Term Loans; Term
                             Loan Commitments....................................................................40
    SECTION 2.1.2.           Revolving Loan Commitment and Swing Line Loan Commitment............................41
    SECTION 2.1.3.           Letter of Credit Commitment.........................................................42
    SECTION 2.1.4.           Lenders Not Permitted or Required to Make the Loans.................................42
    SECTION 2.1.5.           Issuer Not Permitted or Required to Issue Letters of Credit.........................43
    SECTION 2.2.             Reduction of the Commitment Amounts.................................................44
    SECTION 2.2.1.           Optional............................................................................44
    SECTION 2.2.2.           Mandatory...........................................................................44
    SECTION 2.3.             Borrowing Procedures and Funding Maintenance........................................45
    SECTION 2.3.1.           Term Loans and Revolving Loans......................................................45
    SECTION 2.3.2.           Swing Line Loans....................................................................45
    SECTION 2.4.             Continuation and Conversion Elections...............................................47
    SECTION 2.5.             Funding.............................................................................47
    SECTION 2.6.             Issuance Procedures.................................................................48
    SECTION 2.6.1.           Other Lenders' Participation........................................................48
    SECTION 2.6.2.           Disbursements; Conversion to Revolving Loans........................................49
    SECTION 2.6.3.           Reimbursement.......................................................................49
    SECTION 2.6.4.           Deemed Disbursements................................................................50
    SECTION 2.6.5.           Nature of Reimbursement Obligations.................................................50
    SECTION 2.7.             Notes...............................................................................51
    SECTION 2.8.             Registered Notes....................................................................51
    SECTION 2.9.             TLC Facility........................................................................52


                                                      -i-
<Page>

<Caption>
                                                 TABLE OF CONTENTS
                                                 -----------------
                                                    (CONTINUED)

                                                                                                               PAGE
<S>                                                                                                            <C>
                                                    ARTICLE III

                                    REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

    SECTION 3.1.             Repayments and Prepayments; Application.............................................52
    SECTION 3.1.1.           Repayments and Prepayments..........................................................52
    SECTION 3.1.2.           Application.........................................................................58
    SECTION 3.2.             Interest Provisions.................................................................58
    SECTION 3.2.1.           Rates...............................................................................58
    SECTION 3.2.2.           Post-Maturity Rates.................................................................59
    SECTION 3.2.3.           Payment Dates.......................................................................60
    SECTION 3.3.             Fees................................................................................60
    SECTION 3.3.1.           Commitment Fee......................................................................60
    SECTION 3.3.2.           Administrative Agent's Fee..........................................................61
    SECTION 3.3.3.           Letter of Credit Fee................................................................61

                                                    ARTICLE IV

                                      CERTAIN LIBO RATE AND OTHER PROVISIONS

    SECTION 4.1.             LIBO Rate Lending Unlawful..........................................................61
    SECTION 4.2.             Deposits Unavailable................................................................61
    SECTION 4.3.             Increased LIBO Rate Loan Costs, etc.................................................62
    SECTION 4.4.             Funding Losses......................................................................62
    SECTION 4.5.             Increased Capital Costs.............................................................63
    SECTION 4.6.             Taxes...............................................................................63
    SECTION 4.7.             Payments, Computations, etc.........................................................66
    SECTION 4.8.             Sharing of Payments.................................................................66
    SECTION 4.9.             Setoff..............................................................................67
    SECTION 4.10.            Mitigation..........................................................................67

                                                     ARTICLE V

                            CONDITIONS TO EFFECTIVENESS AND TO FUTURE CREDIT EXTENSIONS

    SECTION 5.1.             Conditions Precedent to the Effectiveness of This Agreement and
                             Making of Credit Extensions.........................................................68
    SECTION 5.2.             All Credit Extensions...............................................................68
    SECTION 5.2.1.           Compliance with Warranties, No Default, etc.........................................68


                                                      -ii-
<Page>

<Caption>
                                                 TABLE OF CONTENTS
                                                 -----------------
                                                    (CONTINUED)

                                                                                                               PAGE
<S>                                                                                                            <C>
    SECTION 5.2.2.           Credit Extension Request............................................................68
    SECTION 5.2.3.           Satisfactory Legal Form.............................................................69

                                                    ARTICLE VI

                                          REPRESENTATIONS AND WARRANTIES

    SECTION 6.1.             Organization, etc...................................................................69
    SECTION 6.2.             Due Authorization, Non-Contravention, etc...........................................69
    SECTION 6.3.             Government Approval, Regulation, etc................................................70
    SECTION 6.4.             Validity, etc.......................................................................70
    SECTION 6.5.             Financial Information...............................................................70
    SECTION 6.6.             No Material Adverse Change..........................................................71
    SECTION 6.7.             Litigation, Labor Controversies, etc................................................71
    SECTION 6.8.             Subsidiaries........................................................................71
    SECTION 6.9.             Ownership of Properties.............................................................71
    SECTION 6.10.            Taxes...............................................................................71
    SECTION 6.11.            Pension and Welfare Plans...........................................................71
    SECTION 6.12.            Environmental Warranties............................................................72
    SECTION 6.13.            Regulations U and X.................................................................73
    SECTION 6.14.            Accuracy of Information.............................................................73
    SECTION 6.15.            Seniority of Obligations, etc.......................................................74
    SECTION 6.16.            Solvency............................................................................74
    SECTION 6.17.            Contracts...........................................................................74

                                                    ARTICLE VII

                                                     COVENANTS

    SECTION 7.1.             Affirmative Covenants...............................................................75
    SECTION 7.1.1.           Financial Information, Reports, Notices, etc........................................75
    SECTION 7.1.2.           Compliance with Laws, etc...........................................................77
    SECTION 7.1.3.           Maintenance of Properties...........................................................77
    SECTION 7.1.4.           Insurance...........................................................................77
    SECTION 7.1.5.           Books and Records...................................................................78
    SECTION 7.1.6.           Environmental Covenant..............................................................78
    SECTION 7.1.7.           Future Subsidiaries.................................................................78
    SECTION 7.1.8.           Future Leased Property and Future Acquisitions of Real Property.....................79
    SECTION 7.1.9.           Use of Proceeds, etc................................................................80


                                                      -iii-
<Page>

<Caption>
                                                 TABLE OF CONTENTS
                                                 -----------------
                                                    (CONTINUED)

                                                                                                               PAGE
<S>                                                                                                            <C>
    SECTION 7.1.10.          U.S. Borrower as Pledged Interest Issuer............................................81
    SECTION 7.2.             Negative Covenants..................................................................81
    SECTION 7.2.1.           Business Activities.................................................................81
    SECTION 7.2.2.           Indebtedness........................................................................81
    SECTION 7.2.3.           Liens...............................................................................83
    SECTION 7.2.4.           Financial Condition.................................................................86
    SECTION 7.2.5.           Investments.........................................................................88
    SECTION 7.2.6.           Restricted Payments, etc............................................................90
    SECTION 7.2.7.           Capital Expenditures, etc...........................................................91
    SECTION 7.2.8.           Consolidation, Merger, etc..........................................................92
    SECTION 7.2.9.           Asset Dispositions, etc.............................................................92
    SECTION 7.2.10.          Modification of Certain Agreements..................................................93
    SECTION 7.2.12.          Negative Pledges, Restrictive Agreements, etc.......................................94
    SECTION 7.2.13.          Stock of Subsidiaries...............................................................95
    SECTION 7.2.14.          Sale and Leaseback..................................................................95
    SECTION 7.2.15.          Fiscal Year.........................................................................95
    SECTION 7.2.16.          Designation of Senior Indebtedness..................................................96
    SECTION 7.3.             Maintenance of Separate Existence...................................................96

                                                   ARTICLE VIII

                                                     GUARANTY

    SECTION 8.1.             The Guaranty........................................................................98
    SECTION 8.2.             Guaranty Unconditional..............................................................99
    SECTION 8.3.             Reinstatement in Certain Circumstances.............................................100
    SECTION 8.4.             Waiver.............................................................................100
    SECTION 8.5.             Postponement of Subrogation, etc...................................................100
    SECTION 8.6.             Stay of Acceleration...............................................................101

                                                    ARTICLE IX

                                                 EVENTS OF DEFAULT

    SECTION 9.1.             Listing of Events of Default.......................................................101
    SECTION 9.1.1.           Non-Payment of Obligations.........................................................101
    SECTION 9.1.2.           Breach of Warranty.................................................................101
    SECTION 9.1.3.           Non-Performance of Certain Covenants and Obligations...............................101
    SECTION 9.1.4.           Non-Performance of Other Covenants and Obligations.................................102


                                                      -iv-
<Page>

<Caption>
                                                 TABLE OF CONTENTS
                                                 -----------------
                                                    (CONTINUED)

                                                                                                               PAGE
<S>                                                                                                            <C>
    SECTION 9.1.5.           Default on Other Indebtedness......................................................102
    SECTION 9.1.6.           Judgments..........................................................................102
    SECTION 9.1.7.           Pension Plans......................................................................102
    SECTION 9.1.8.           Change in Control..................................................................102
    SECTION 9.1.9.           Bankruptcy, Insolvency, etc........................................................103
    SECTION 9.1.10.          Impairment of Security, etc........................................................103
    SECTION 9.1.11.          Senior Subordinated Notes..........................................................104
    SECTION 9.1.12.          Redemption.........................................................................104
    SECTION 9.2.             Action if Bankruptcy, etc..........................................................104
    SECTION 9.3.             Action if Other Event of Default...................................................104

                                                     ARTICLE X

                                                    THE AGENTS

    SECTION 10.1.            Actions............................................................................105
    SECTION 10.2.            Funding Reliance, etc..............................................................105
    SECTION 10.3.            Exculpation........................................................................106
    SECTION 10.4.            Successor..........................................................................106
    SECTION 10.5.            Credit Extensions by each Agent....................................................107
    SECTION 10.6.            Credit Decisions...................................................................107
    SECTION 10.7.            Copies, etc........................................................................107
    SECTION 10.8.            Reliance by the Administrative Agent...............................................107
    SECTION 10.9.            Defaults...........................................................................108

                                                    ARTICLE XI

                                             MISCELLANEOUS PROVISIONS

    SECTION 11.2.            Notices............................................................................110
    SECTION 11.3.            Payment of Costs and Expenses......................................................110
    SECTION 11.4.            Indemnification....................................................................111
    SECTION 11.6.            Severability.......................................................................112
    SECTION 11.7.            Headings...........................................................................112
    SECTION 11.8.            [Reserved.]........................................................................112
    SECTION 11.9.            Governing Law; Entire Agreement....................................................112
    SECTION 11.10.           Successors and Assigns.............................................................113
    SECTION 11.11.           Sale and Transfer of Loans and Notes; Participations in Loans, Notes
                             and TLCs...........................................................................113


                                                      -v-
<Page>

<Caption>
                                                 TABLE OF CONTENTS
                                                 -----------------
                                                    (CONTINUED)

                                                                                                               PAGE
<S>                                                                                                            <C>
    SECTION 11.11.1.         Assignments........................................................................113
    SECTION 11.11.2.         Participations.....................................................................116
    SECTION 11.11.3.         Register...........................................................................118
    SECTION 11.12.           Other Transactions.................................................................118
    SECTION 11.13.           Forum Selection and Consent to Jurisdiction........................................118
    SECTION 11.14.           Waiver of Jury Trial...............................................................119
    SECTION 11.15.           Confidentiality....................................................................119
    SECTION 11.16.           Judgment Currency..................................................................120
    SECTION 11.17.           Release of Security Interests......................................................120


    SCHEDULE I           -     Disclosure Schedule
    SCHEDULE II          -     Commitments and Percentages
    SCHEDULE III         -     Notice Information, Domestic Offices and LIBOR Offices


    EXHIBIT A-1          -     Form of Revolving Note
    EXHIBIT A-2          -     Form of Swing Line Note
    EXHIBIT A-3          -     Form of Term A Note
    EXHIBIT A-4          -     Form of TLC
    EXHIBIT A-5          -     Form of Term B-1 Note
    EXHIBIT A-6          -     Form of Term B-2 Note
    EXHIBIT A-7          -     Form of Term D Note
    EXHIBIT A-8          -     Form of Registered Note
    EXHIBIT B-1          -     Form of Borrowing Request
    EXHIBIT B-2          -     Form of Issuance Request
    EXHIBIT B-3          -     Form of TLC Purchase Request
    EXHIBIT C            -     Form of Continuation/Conversion Notice
    EXHIBIT D            -     [Reserved]
    EXHIBIT E            -     Form of Compliance Certificate
    EXHIBIT F-1          -     Form of WWI Security Agreement
    EXHIBIT F-2          -     Form of Australian Security Agreement
    EXHIBIT G-1          -     Form of WWI Pledge Agreement
    EXHIBIT G-2          -     Form of ARTAL Pledge Agreement
    EXHIBIT G-3          -     Form of HJH Pledge Agreement
    EXHIBIT G-4          -     Form of Australian Pledge Agreement
    EXHIBIT H            -     Form of Subsidiary Guaranty
    EXHIBIT H-1          -     Form of Australian Guaranty
    EXHIBIT I            -     Form of Intercompany Subordination Agreement
    EXHIBIT J            -     Form of Lender Assignment Agreement
    EXHIBIT K            -     Form of Registration Certificate
    EXHIBIT L            -     Form of TLC Deed Poll


                                                      -vi-
</Table>
<Page>

                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 16,
2001 (amending and restating the Credit Agreement, dated as of September 29,
1999), is among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia corporation
("WWI"), WW FUNDING CORP., a Delaware corporation (the "SP1 BORROWER", and
together with WWI, the "BORROWERS"), the various financial institutions as are
or may become parties hereto (collectively, the "LENDERS"), CREDIT SUISSE FIRST
BOSTON ("CSFB"), as the syndication agent and as a lead arranger (in such
capacities, the "SYNDICATION AGENT" and a "LEAD ARRANGER", respectively), BHF
(USA) CAPITAL CORPORATION ("BHF"), as the documentation agent (in such capacity,
the "DOCUMENTATION AGENT") and THE BANK OF NOVA SCOTIA ("SCOTIABANK"), as (x)
the administrative agent, paying agent and registration agent for the TLCs (as
defined below) and (y) a lead arranger (in such capacities, the "ADMINISTRATIVE
AGENT" and a "LEAD ARRANGER", respectively) and as Issuer (as defined below) for
the Lenders.

                              W I T N E S S E T H:

         WHEREAS, pursuant to the Credit Agreement, dated as of September 29,
1999 (as amended by Amendment No. 1, dated as of December 15, 1999 and as
otherwise amended, supplemented, amended and restated or otherwise modified
prior to the date hereof, the "EXISTING CREDIT AGREEMENT"), among the Borrowers,
certain financial institutions and other Persons from time to time party thereto
(the "EXISTING LENDERS") and the Agents, the Existing Lenders committed to make
extensions of credit to the Borrowers on the terms and conditions set forth
therein and

         (a) made term A loans (the "EXISTING TERM A LOANS"), term B loans (the
"EXISTING TERM B LOANS", and together with the Existing Term A Loans, the
"EXISTING TERM LOANS"), TLC facilities (the "EXISTING TLCS"), revolving loans
(the "EXISTING REVOLVING LOANS"), swing line loans (the "EXISTING SWING LINE
LOANS", and collectively with the Existing Term Loans, the Existing TLCs and the
Existing Revolving Loans, the "EXISTING LOANS") to the Borrowers and

         (b) issued or participated in letters of credit (the "EXISTING LETTERS
OF CREDIT") for the account of the Borrower;

         WHEREAS, WWI intends to consummate the acquisition (the "WEIGHCO
ACQUISITION") of substantially all of the assets and business ("WEIGHCO
BUSINESS") of Weighco Enterprises, Inc., a Delaware corporation ("WEI"), Weighco
of Northwest, Inc., a Delaware corporation ("WNI"), and Weighco of Southwest,
Inc., a Delaware corporation ("WSI", and together with WEI and WNI, "WEIGHCO"),
pursuant to the Asset Purchase Agreement (the "PURCHASE AGREEMENT"), dated
December 11, 2000, among Weighco, WWI and Weight Watchers North America, Inc.
("WWNA") (the "TRANSACTION");
<Page>

         WHEREAS, in connection with the Transaction and the ongoing working
capital and general corporate needs of the Borrowers, the Borrowers desire to,
among other things, continue the Existing Loans as Loans under this Agreement,
to continue the Existing Letters of Credit as Letters of Credit under this
Agreement and maintain and obtain the Commitments to make Credit Extensions set
forth herein;

         WHEREAS, the Borrowers have requested that the Existing Credit
Agreement be amended and restated in its entirety to become effective and
binding on the Borrowers pursuant to the terms of this Agreement and Amendment
No.2 to the Existing Credit Agreement of even date herewith, and the Lenders
(including the Existing Lenders) have agreed (subject to the terms of this
Agreement) to amend and restate the Existing Credit Agreement in its entirety to
read as set forth in this Agreement, and it has been agreed by the parties to
the Existing Credit Agreement that (a) the commitments which the Existing
Lenders have agreed to extend to the Borrower under the Existing Credit
Agreement shall be extended or advanced upon the amended and restated terms and
conditions contained in this Agreement, and (b) the Existing Loans, the Existing
Letters of Credit and other Obligations (as defined in the Existing Credit
Agreement) outstanding under the Existing Credit Agreement shall be governed by
and deemed to be outstanding under the amended and restated terms and conditions
contained in this Agreement, with the intent that the terms of this Agreement
shall supersede the terms of the Existing Credit Agreement (each of which shall
hereafter have no further effect upon the parties thereto, other than as
referenced herein and other than for accrued fees and expenses, and
indemnification provisions, accrued and owing under the terms of the Existing
Credit Agreement on or prior to the date hereof or arising (in the case of an
indemnification) under the terms of the Existing Credit Agreement, in each case
to the extent provided for in the Existing Credit Agreement); PROVIDED, that any
Rate Protection Agreements with any one or more Existing Lenders (or their
respective Affiliates) shall continue unamended and in full force and effect;

         WHEREAS, all Loans, Reimbursement Obligations and other Obligations
shall continue to be and shall be guaranteed pursuant to the Subsidiary Guaranty
executed and delivered by each Subsidiary party thereto required to do so under
the Existing Credit Agreement and secured pursuant to the Security Agreements
executed and delivered by the Borrowers and the applicable Subsidiaries pursuant
to the Existing Credit Agreement; and

         WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including ARTICLE V), to maintain such Loans
and to maintain or extend such Commitments and make such Loans to the Borrowers
and issue or maintain (or participate in) Letters of Credit for the account of
the Borrowers;

         NOW, THEREFORE, the parties hereto hereby agree to amend and restate
the Existing Credit Agreement, and the Existing Credit Agreement is amended and
restated in its entirety as set forth herein:


                                       -2-
<Page>

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

         SECTION 1.1. DEFINED TERMS. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

         "ADDITIONAL TERM A LOAN" is defined in CLAUSE (B) of SECTION 2.1.1.

         "ADDITIONAL TERM A LOAN COMMITMENT" is defined in CLAUSE (B) of SECTION
2.1.1.

         "ADDITIONAL TERM A LOAN COMMITMENT AMOUNT" means $15,000,000.

         "ADDITIONAL TERM A LOAN COMMITMENT TERMINATION DATE" means the earliest
of:

                  (a) January 31, 2001, if the Additional Term A Loans have not
         been made on or prior to such date;

                  (b) the date of the making of the Additional Term A Loans
         (immediately after the making of such Additional Term A Loans on such
         date); and

                  (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in CLAUSES (B) or (C), the Additional
Term A Loan Commitments shall terminate automatically and without any further
action.

         "ADDITIONAL TERM A LOAN LENDER" means any Lender which has a Percentage
of the Additional Term A Loan Commitment Amount.

         "ADMINISTRATIVE AGENT" is defined in the PREAMBLE and includes each
other Person as shall have subsequently been appointed as the successor
Administrative Agent pursuant to SECTION 10.4.

         "AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power

                  (a) to vote 15% or more of the securities (on a fully diluted
         basis) having ordinary voting power for the election of directors or
         managing general partners; or


                                      -3-
<Page>

                  (b) to direct or cause the direction of the management and
         policies of such Person whether by contract or otherwise.

         "AGENTS" means, collectively, the Administrative Agent, the Syndication
Agent and the Documentation Agent.

         "AGREEMENT" means, on any date, this Credit Agreement, as amended and
restated hereby and as further amended, supplemented, amended and restated, or
otherwise modified from time to time and in effect on such date.

         "ALTERNATE BASE RATE" means, on any date and with respect to all Base
Rate Loans, a fluctuating rate of interest per annum equal to the higher of

                  (a) the rate of interest most recently established by the
         Administrative Agent at its Domestic Office as its base rate for U.S.
         Dollar loans in the United States; and

                  (b) the Federal Funds Rate most recently determined by the
         Administrative Agent plus 1/2 of 1%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of
interest determined by the Administrative Agent in connection with extensions of
credit. Changes in the rate of interest on that portion of any Loans maintained
as Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate. The Administrative Agent will give notice promptly to the
Borrowers and the Lenders of changes in the Alternate Base Rate.

         "APPLICABLE MARGIN" means at all times,

                  (a) with respect to the unpaid principal amount of Term B
         Loans maintained as a

                           (i) Base Rate Loan, 3.00% per annum; and

                           (ii) LIBO Rate Loan, 4.00% per annum;

                  (b) with respect to the unpaid principal amount of Term D
         Loans maintained as a

                           (i) Base Rate Loan, 2.25% per annum; and

                           (ii) LIBO Rate Loan, 3.25% per annum;

                  (c) with respect to the unpaid principal amount of each
         Revolving Loan and Swing Line Loans and each Term A Loan maintained as
         a Base Rate Loan at the applicable percentage per annum set forth below
         under the column entitled "Applicable Margin for Base Rate Loans"; and


                                      -4-
<Page>

                  (d) with respect to the unpaid principal amount of each
         Revolving Loan, and Swing Line Loan and each Term A Loan maintained as
         a LIBO Rate Loan, at the applicable percentage per annum set forth
         below under the column entitled "Applicable Margin for LIBO Rate
         Loans":

         APPLICABLE MARGIN FOR REVOLVING LOANS, SWING LINE LOANS AND TERM A
LOANS:

<Table>
<Caption>
                                                        Applicable Margin     Applicable Margin
                   Debt to EBITDA Ratio                for Base Rate Loans   for LIBO Rate Loans
                   --------------------                -------------------   -------------------
<S>                                                          <C>                    <C>
Greater than or equal to 4.75 to 1.00                        2.250%                 3.250%
Less than 4.75 to 1.00 and greater than or equal
to 4.25 to 1.00                                              1.875%                 2.875%
Less than 4.25 to 1.00 and greater than or equal
to 3.75 to 1.00                                              1.500%                 2.500%
Less than 3.75 to 1.00 and greater than or equal
to 3.25 to 1.00                                              1.125%                 2.125%
Less than 3.25 to 1.00                                       0.750%                 1.750%
</Table>

         The Debt to EBITDA Ratio used to compute the Applicable Margin for
Revolving Loans, Swing Line Loans and Term A Loans shall be the Debt to EBITDA
Ratio set forth in the Compliance Certificate most recently delivered by WWI to
the Administrative Agent pursuant to CLAUSE (C) of SECTION 7.1.1; changes in the
Applicable Margin for Revolving Loans, Swing Line Loans, and Term A Loans
resulting from a change in the Debt to EBITDA Ratio shall become effective upon
delivery by WWI to the Administrative Agent of a new Compliance Certificate
pursuant to CLAUSE (C) of SECTION 7.1.1. If WWI shall fail to deliver a
Compliance Certificate within the number of days after the end of any Fiscal
Quarter as required pursuant to CLAUSE (C) of SECTION 7.1.1 (without giving
effect to any grace period), the Applicable Margin for Revolving Loans, Swing
Line Loans, and Term A Loans from and including the first day after the date on
which such Compliance Certificate was required to be delivered to but not
including the date WWI delivers to the Administrative Agent a Compliance
Certificate shall conclusively equal the highest Applicable Margin for Revolving
Loans, Swing Line Loans, and Term A Loans set forth above.

         The Applicable Margin for Designated New Term Loans shall be determined
pursuant to SECTION 2.1.6.

         "ARTAL" means ARTAL Luxembourg S.A., a corporation organized under the
laws of Luxembourg.


                                      -5-
<Page>

         "ARTAL PLEDGE AGREEMENT" means the Pledge Agreement, dated September
29, 1999, by ARTAL, in favor of the Administrative Agent as amended, amended and
restated, supplemented or otherwise modified from time to time pursuant to the
terms thereof.

         "ASSIGNEE LENDER" is defined in SECTION 11.11.1.

         "AUSTRALIAN DOLLAR" or "A$" means the lawful money of Australia.

         "AUSTRALIAN GUARANTY" means the Guaranty, dated September 29, 1999, by
WW Australia, FPL and GB in favor of the Administrative Agent, as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms.

         "AUSTRALIAN PLEDGE AGREEMENT" means the Australian Share Mortgage
Agreement, dated September 29, 1999, by WW Australia and FPL in favor of the
Administrative Agent, together with each Supplement thereto delivered pursuant
to CLAUSE (B) of SECTION 7.1.7, as amended, amended and restated, supplemented
or otherwise modified from time to time pursuant to the terms thereof.

         "AUSTRALIAN SECURITY AGREEMENT" means the Security Agreement, dated
September 29, 1999, by WW Australia, FPL and GB in favor of the Administrative
Agent, together with each Supplement thereto delivered pursuant to CLAUSE (A) of
SECTION 7.1.7, as amended, amended and restated, supplemented or otherwise
modified from time to time pursuant to the terms thereof.

         "AUSTRALIAN SUBSIDIARY" means any Subsidiary that is organized under
the laws of Australia or any territory thereof.

         "AUTHORIZED OFFICER" means, relative to any Obligor, those of its
officers whose signatures and incumbency shall have been certified to the
Administrative Agent and the Lenders in writing from time to time.

         "AVERAGE LIFE" means, as of the date of determination, with respect to
any Indebtedness, the quotient obtained by dividing:

         (x)      the sum of the products of numbers of years from the date of
                  determination to the dates of each successive scheduled
                  principal payment of or redemption or similar payment with
                  respect to such Indebtedness multiplied by the amount of such
                  payment

         by

         (y)      the sum of all such payments.


                                      -6-
<Page>

         "BASE AMOUNT" is defined in SECTION 7.2.7.

         "BASE RATE LOAN" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

         "BORROWERS" is defined in the PREAMBLE.

         "BORROWING" means the Loans of the same type and, in the case of LIBO
Rate Loans, having the same Interest Period made by the relevant Lenders on the
same Business Day and pursuant to the same Borrowing Request in accordance with
SECTION 2.1.

         "BORROWING REQUEST" means a loan request and certificate duly executed
by an Authorized Officer of the applicable Borrower, substantially in the form
of EXHIBIT B-1 hereto.

         "BUSINESS DAY" means

                  (a) any day which is neither a Saturday or Sunday nor a legal
         holiday on which banks are authorized or required to be closed in New
         York City; and

                  (b) relative to the making, continuing, prepaying or repaying
         of any LIBO Rate Loans, any day on which dealings in U.S. Dollars are
         carried on in the London interbank market.

         "CAPITAL EXPENDITURES" means for any period, the sum, without
duplication, of

                  (a) the aggregate amount of all expenditures of WWI and its
         Subsidiaries for fixed or capital assets made during such period which,
         in accordance with GAAP, would be classified as capital expenditures;
         and

                  (b) the aggregate amount of all Capitalized Lease Liabilities
         incurred during such period.

         "CAPITAL SECURITIES" means, (i) any and all shares, interests,
participations or other equivalents of or interests in (however designated)
corporate stock, including, without limitation, shares of preferred or
preference stock, (ii) all partnership interests (whether general or limited) in
any Person which is a partnership, (iii) all membership interests or limited
liability company interests in any limited liability company, and (iv) all
equity or ownership interests in any Person of any other type.

         "CAPITALIZED LEASE LIABILITIES" means, without duplication, all
monetary obligations of WWI or any of its Subsidiaries under any leasing or
similar arrangement which, in accordance with GAAP, would be classified as
capitalized leases, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligations shall be the capitalized amount


                                      -7-
<Page>

thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by the
lessee without payment of a penalty.

         "CASH EQUIVALENT INVESTMENT" means, at any time:

                  (a) any evidence of Indebtedness, maturing not more than one
         year after such time, issued or guaranteed by the United States
         Government;

                  (b) commercial paper, maturing not more than nine months from
         the date of issue, which is issued by

                           (i) a corporation (other than an Affiliate of any
                  Obligor) organized under the laws of any state of the United
                  States or of the District of Columbia and rated at least A-l
                  by S&P or P-l by Moody's, or

                           (ii) any Lender which is an Eligible Institution (or
                  its holding company);

                  (c) any certificate of deposit or bankers acceptance, maturing
         not more than one year after such time, which is issued by either

                           (i) a commercial banking institution that is a member
                  of the Federal Reserve System and has a combined capital and
                  surplus and undivided profits of not less than $500,000,000,
                  or

                           (ii) any Lender;

                  (d) short-term tax-exempt securities rated not lower than
         MIG-1/1+ by either Moody's or S&P with provisions for liquidity or
         maturity accommodations of 183 days or less;

                  (e) any money market or similar fund the assets of which are
         comprised exclusively of any of the items specified in CLAUSES (A)
         through (D) above and as to which withdrawals are permitted at least
         every 90 days; or

                  (f) in the case of any Subsidiary of WWI organized in a
         jurisdiction outside the United States: (i) direct obligations of the
         sovereign nation (or any agency thereof) in which such Subsidiary is
         organized and is conducting business or in obligations fully and
         unconditionally guaranteed by such sovereign nation (or any agency
         thereof), (ii) investments of the type and maturity described in
         CLAUSES (A) through (E) above of foreign obligors, which investments or
         obligors (or the parents of such obligors) have ratings described in
         such clauses or equivalent ratings from comparable foreign ratings
         agencies or (iii) investments of the type and maturity described in
         CLAUSES (A) through (E)


                                      -8-
<Page>

         above of foreign obligors (or the parents of such obligors), which
         investments or obligors (or the parents of such obligors) are not rated
         as provided above but which are, in the reasonable judgment of WWI,
         comparable in investment quality to such investments and obligors (or
         the parents of such obligors); PROVIDED that the aggregate face amount
         outstanding at any time of such investments of all foreign Subsidiaries
         of WWI made pursuant to this clause (iii) does not exceed $25,000,000.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

         "CHANGE IN CONTROL" means

                  (a) at any time prior to an Initial Public Offering, the
         failure of the Permitted ARTAL Investor Group, to directly own, free
         and clear of all Liens (other than in favor of the Administrative Agent
         pursuant to a Loan Document), 75% of the outstanding voting shares of
         Capital Securities of WWI on a fully diluted basis; PROVIDED that all
         owners of such Capital Securities of WWI (whether a member of the
         Permitted ARTAL Investor Group, HJH or any transferee, successor or
         assign thereof) shall have executed a pledge agreement in favor of the
         Administrative Agent, substantially in the form of EXHIBIT G-3 hereof
         PROVIDED FURTHER, that WWI Common Shares purchased in connection with a
         Local Management Plan need not be pledged;

                  (b) at any time after an Initial Public Offering, the failure
         of the Permitted ARTAL Investor Group to own, directly or indirectly
         through any Wholly-owned Subsidiaries, free and clear of all Liens, at
         least 51% of the outstanding voting shares of Capital Securities of WWI
         on a fully diluted basis;

                  (c) at any time after an Initial Public Offering, any "person"
         or "group" (as such terms are used in Rule 13d-5 under the Securities
         Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and Sections
         13(d) and 14(d) of the Exchange Act) of persons (other than the
         Permitted ARTAL Investor Group) becomes, directly or indirectly, in a
         single transaction or in a related series of transactions by way of
         merger, consolidation, or other business combination or otherwise, the
         "beneficial owner" (as such term is used in Rule 13d-3 of the Exchange
         Act) of more than 20% of the total voting power in the aggregate of all
         classes of Capital Securities of WWI then outstanding entitled to vote
         generally in elections of directors of WWI;

                  (d) at all times, as applicable, individuals who on September
         29, 1999 constituted the Board of Directors of WWI (together with any
         new directors whose election to such Board or whose nomination for
         election by the stockholders of WWI was approved by a


                                      -9-
<Page>

         member of the Permitted ARTAL Investor Group or a vote of 662/3% of the
         directors then still in office who were either directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the Board of Directors of WWI then in office;

                  (e) at all times, as applicable, the failure of WWI to own,
         free and clear of all Liens (other than in favor of the Administrative
         Agent pursuant to a Loan Document), all of the outstanding shares of
         Capital Securities of each of (x) UKHC1, UKHC2 and WW Australia (other
         than shares of Capital Securities issued pursuant to a Local Management
         Plan), and (y) the SP1 Borrower, in each case on a fully diluted basis;
         or

                  (f) any other event constituting a Change of Control (as
         defined in the Senior Subordinated Note Indenture).

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COMMITMENT" means, as the context may require, a Lender's Letter of
Credit Commitment, Revolving Loan Commitment, Swing Line Loan Commitment,
Additional Term A Loan Commitment or Term D Loan Commitment.

         "COMMITMENT AMOUNT" means, as the context may require, the Letter of
Credit Commitment Amount, the Revolving Loan Commitment Amount, the Swing Line
Loan Commitment Amount, the Additional Term A Loan Commitment Amount or the Term
D Loan Commitment Amount.

         "COMMITMENT TERMINATION DATE" means, as the context may require, the
Revolving Loan Commitment Termination Date, the Additional Term A Loan
Commitment Termination Date or the Term D Loan Commitment Termination Date.

         "COMMITMENT TERMINATION EVENT" means

                  (a) the occurrence of any Event of Default described in
         CLAUSES (A) through (D) of SECTION 9.1.9; or

                  (b) the occurrence and continuance of any other Event of
         Default and either

                           (i) the declaration of the Loans and the TLCs to be
                  due and payable pursuant to SECTION 9.3, or

                           (ii) in the absence of such declaration, the giving
                  of notice by the Administrative Agent, acting at the direction
                  of the Required Lenders, to WWI that the Commitments have been
                  terminated.


                                      -10-
<Page>

         "COMPLIANCE CERTIFICATE" means a certificate duly completed and
executed by the chief financial Authorized Officer of WWI, substantially in the
form of EXHIBIT E hereto.

         "CONTINGENT LIABILITY" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum principal amount, if larger) of the debt,
obligation or other liability guaranteed thereby.

         "CONTINUATION/CONVERSION NOTICE" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
applicable Borrower, substantially in the form of EXHIBIT C hereto.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with WWI, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA.

         "COPYRIGHT SECURITY AGREEMENT" means the Copyright Security Agreement,
dated September 29, 1999, delivered by WWI and each of its U.S. Subsidiaries
party thereto in favor of the Administrative Agent, as amended, supplemented,
amended and restated or otherwise modified.

         "CREDIT EXTENSION" means, as the context may require,

                  (a) the making of a Loan by a Lender;

                  (b) the issuance of any Letter of Credit, or the extension of
         any Stated Expiry Date of any previously issued Letter of Credit, by
         the Issuer; or

                  (c) the purchase of a TLC by a TLC Lender.

         "CREDIT EXTENSION REQUEST" means, as the context may require, any
Borrowing Request or Issuance Request.

         "CURRENT ASSETS" means, on any date, without duplication, all assets
(other than cash) which, in accordance with GAAP, would be included as current
assets on a consolidated balance sheet of WWI and its Subsidiaries at such date
as current assets (excluding, however, amounts


                                      -11-
<Page>

due and to become due from Affiliates of WWI which have arisen from transactions
which are other than arm's-length and in the ordinary course of its business).

         "CURRENT LIABILITIES" means, on any date, without duplication, all
amounts which, in accordance with GAAP, would be included as current liabilities
on a consolidated balance sheet of WWI and its Subsidiaries at such date,
excluding current maturities of Indebtedness.

         "DEBT" means the outstanding principal amount of all Indebtedness of
WWI and its Subsidiaries of the type referred to in CLAUSES (A), (B), (C) and
(E) of the definition of "Indebtedness" or any Contingent Liability in respect
thereof.

         "DEBT TO EBITDA RATIO" means, as of the last day of any Fiscal Quarter,
the ratio of

                  (a) Debt outstanding on the last day of such Fiscal Quarter

TO

                  (b) EBITDA computed for the period consisting of such Fiscal
         Quarter and each of the three immediately preceding Fiscal Quarters.

         "DEFAULT" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

         "DESIGNATED ADDITIONAL REVOLVING LOAN COMMITMENTS" is defined in
SECTION 2.1.6.

         "DESIGNATED ADDITIONAL TERM A LOANS" is defined in SECTION 2.1.6.

         "DESIGNATED ADDITIONAL TERM B LOANS" is defined in SECTION 2.1.6.

         "DESIGNATED ADDITIONAL TERM D LOANS" is defined in SECTION 2.1.6.

         "DESIGNATED NEW TERM LOANS" is defined in SECTION 2.1.6.

         "DESIGNATED SUBSIDIARY" means The Weight Watchers Foundation, Inc., a
New York not- for-profit corporation.

         "DISBURSEMENT" is defined in SECTION 2.6.2.

         "DISBURSEMENT DATE" is defined in SECTION 2.6.2.

         "DISBURSEMENT DUE DATE" is defined in SECTION 2.6.2.


                                      -12-
<Page>

         "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
SCHEDULE I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrowers with the written consent of the Required Lenders.

         "DISPOSITION" (or correlative words such as "Dispose") means any sale,
transfer, lease contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of WWI's or its
Subsidiaries', assets (including accounts receivable and Capital Securities of
Subsidiaries) to any other Person (other than to another Obligor) in a single
transaction or series of transactions.

         "DOCUMENTATION AGENT" is defined in the preamble.

         "DOMESTIC OFFICE" means, relative to any Lender, the office of such
Lender designated as such on SCHEDULE III hereto or designated in the Lender
Assignment Agreement or such other office of a Lender (or any successor or
assign of such Lender) within the United States as may be designated from time
to time by notice from such Lender, as the case may be, to each other Person
party hereto.

         "EBITDA" means, for any applicable period, the sum (without
duplication) of

                  (a) Net Income,

PLUS

                  (b) the amount deducted, in determining Net Income,
         representing amortization of assets (including amortization with
         respect to goodwill, deferred financing costs, other non-cash interest
         and all other intangible assets),

PLUS

                  (c) the amount deducted, in determining Net Income, of all
         income taxes (whether paid or deferred) of WWI and its Subsidiaries,

PLUS

                  (d) Interest Expense,

PLUS

                  (e) the amount deducted, in determining Net Income,
         representing depreciation of assets,

PLUS


                                      -13-
<Page>

                  (f) an amount equal to all non-cash charges deducted in
         arriving at Net Income,

PLUS

                  (g) an amount equal to all minority interest charges deducted
         in determining Net Income (net of Restricted Payments made in respect
         of such minority interest),

PLUS

                  (h) an amount equal to the cash royalty payment received
         pursuant to the Warnaco Agreement, to the extent not included in the
         calculation of Net Income,

PLUS

                  (i) the amount deducted, in determining Net Income, due to
         foreign currency translation required by FASB 52 arising after June 30,
         1997,

PLUS

                  (j) the amount deducted in determining Net Income of expenses
         incurred in connection with the Transaction,

MINUS

                  (k) an amount equal to the amount of all non-cash credits
         included in arriving at Net Income.

         "ELIGIBLE INSTITUTION" means a financial institution that either (a)
has combined capital and surplus of not less than $500,000,000 or its equivalent
in foreign currency, whose long-term certificate of deposit rating or long-term
senior unsecured debt rating is rated "BBB" or higher by S&P and "Baa2" or
higher by Moody's or an equivalent or higher rating by a nationally recognized
rating agency if both of the two named rating agencies cease publishing ratings
of investments or (b) is reasonably acceptable to the Administrative Agent and
the Issuer.

         "ENVIRONMENTAL LAWS" means all applicable federal, state, local or
foreign statutes, laws, ordinances, codes, rules and regulations (including
consent decrees and administrative orders) relating to public health and safety
and protection of the environment.

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

         "EURO" means the single currency of participating member States of the
European Union.

         "EVENT OF DEFAULT" is defined in SECTION 9.1.


                                      -14-
<Page>

         "EXCESS CASH FLOW" means, for any Fiscal Year (or other period), the
excess (if any), of

                  (a) EBITDA for such Fiscal Year (or other period)

OVER

                  (b) the sum, without duplication for such Fiscal Year (or
         other period) of

                           (i) Interest Expense;

         PLUS

                           (ii) scheduled payments and optional and mandatory
                  prepayments (other than such prepayments made under CLAUSE (C)
                  of SECTION 3.1.1), to the extent actually made, of the
                  principal amount of the Term Loans and TLCs or any other term
                  Debt (including Capitalized Lease Liabilities) and mandatory
                  prepayments of the principal amount of the Revolving Loans
                  pursuant to CLAUSE (E) of SECTION 3.1.1 in connection with a
                  reduction of the Revolving Loan Commitment Amount;

         PLUS

                           (iii) all federal, state and foreign income taxes
                  actually paid in cash by WWI and its Subsidiaries;

         PLUS

                           (iv) Capital Expenditures actually made in such
                  Fiscal Year (or other period) pursuant to SECTION 7.2.7 (other
                  than CLAUSE (Z) therein) (excluding Capital Expenditures
                  constituting Capitalized Leases and by way of the incurrence
                  of Indebtedness to a vendor of any assets permitted to be
                  acquired pursuant to SECTION 7.2.8 to finance the acquisition
                  of such assets);

         PLUS

                           (v) the amount of the net increase (or minus a net
                  decrease), of Current Assets over Current Liabilities of WWI
                  and its Subsidiaries from the last day of the immediately
                  preceding Fiscal Year (or commencement of other period);

         PLUS

                           (vi) Investments permitted and actually made pursuant
                  to CLAUSES (D), (G), (H), (I) and (J) of SECTION 7.2.5;


                                      -15-
<Page>

         PLUS

                           (vii) Restricted Payments permitted and actually made
                  pursuant to SECTION 7.2.6;

         PLUS

                           (viii) nonrecurring restructuring costs and costs and
                  expenses incurred in connection with the Transaction, in an
                  aggregate amount not to exceed $5,000,000;

         PLUS

                           (ix) the aggregate amount of Permitted Acquisitions
                  actually made during such Fiscal Year (or other period);

         PLUS

                           (x) for the 20 month period ending December 31, 2001
                  the aggregate consideration for the Transaction in an amount
                  not to exceed $35,000,000.

         "EXCLUDED EQUITY PROCEEDS" means any proceeds received by WWI or any of
its Subsidiaries from the sale or issuance by such Person of its Capital Stock
or any warrants or options in respect of any such Capital Stock or the exercise
of any such warrants or options, in each case pursuant to any such sale,
issuance or exercise constituting or resulting from (i) capital contributions
to, or permitted Capital Stock issuances by, WWI (exclusive of any such
contribution or issuance resulting from an Initial Public Offering or a widely
distributed private offering exempted from the registration requirements of
Section 5 of the Securities Act of 1933, as amended), (ii) any subscription
agreement, incentive plan or similar arrangement with any officer, employee or
director of WWI or any of its Subsidiaries pursuant to a Local Management Plan
or (iii) the exercise of any options or warrants issued to any officer, employee
or director described in CLAUSE (II) above.

         "EXISTING CREDIT AGREEMENT" is defined in the FIRST RECITAL.

         "EXISTING LENDERS" is defined in the FIRST RECITAL.

         "EXISTING LETTERS OF CREDIT" is defined in the FIRST RECITAL.

         "EXISTING LOANS" is defined in the FIRST RECITAL.

         "EXISTING REVOLVING LOANS" is defined in the FIRST RECITAL.


                                      -16-
<Page>

         "EXISTING SWING LINE LOANS" is defined in the FIRST RECITAL.

         "EXISTING TERM A LOANS" is defined in the FIRST RECITAL.

         "EXISTING TERM B LOANS" is defined in the FIRST RECITAL.

         "EXISTING TERM LOANS" is defined in the FIRST RECITAL.

         "EXISTING TLCS" is defined in the FIRST RECITAL.

         "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to

                  (a) the weighted average of the rates on overnight federal
         funds transactions with members of the Federal Reserve System arranged
         by federal funds brokers, as published for such day (or, if such day is
         not a Business Day, for the next preceding Business Day) by the Federal
         Reserve Bank of New York; or

                  (b) if such rate is not so published for any day which is a
         Business Day, the average of the quotations for such day on such
         transactions received by the Administrative Agent from three federal
         funds brokers of recognized standing selected by it.

         "FEE LETTERS" means, collectively, (a) the confidential fee letter,
dated as of July 20, 1999, between Artal International S.A., a Luxembourg
corporation ("AI"), and the Administrative Agent, as assumed by ARTAL, (b) the
confidential fee letter, dated as of July 20, 1999, among AI, the Administrative
Agent and the Syndication Agent, as assumed by ARTAL, and (c) the confidential
fee letter, dated as of December 13, 2000 among the Borrower, the Administrative
Agent and the Syndication Agent.

         "FINAL TERMINATION DATE" means the later of:

                  (x) the Stated Maturity Date with respect to Term B Loans and
         the TLCs, and

                  (y) the date on which all Obligations are satisfied and paid
         in full.

         "FISCAL QUARTER" means any three-month period ending on a Saturday
closest to March 31, June 30, September 30, or December 31 of any Fiscal Year.

         "FISCAL YEAR" means any year ending on the Saturday closest to December
31 (e.g., the "2000 FISCAL YEAR" refers to the Fiscal Year ending on December
30, 2000).


                                      -17-
<Page>

         "FIXED CHARGE COVERAGE RATIO" means, as of the last day of any Fiscal
Quarter, the ratio of, for the period consisting of such Fiscal Quarter and each
of the three immediately preceding Fiscal Quarters,

                  (a) EBITDA MINUS Capital Expenditures made during such period

TO

                  (b) (i) Interest Expense for such period PLUS (ii) scheduled
         repayments of Debt in respect of such period, whether or not paid PLUS
         (iii) dividends paid in cash on the WWI Preferred Shares in respect of
         such period.

         "FNZ" means Weight Watchers New Zealand Unit Trust, a New Zealand trust
which owns and operates the Weight Watchers classroom franchise and business in
New Zealand.

         "FNZ GUARANTY" means the Guaranty, dated December 16, 1999, made by FNZ
in favor of the Administrative Agent, as amended, supplemented, restated or
otherwise modified from time to time in accordance with its terms.

         "FNZ SECURITY AGREEMENT" means the Security Agreement, dated December
16, 1999, by FNZ in favor of the Administrative Agent, together with each
Supplement thereto delivered pursuant to CLAUSE (C) of SECTION 7.1.13, as
amended, amended and restated, supplemented or otherwise modified from time to
time pursuant to the terms thereof.

         "FOREIGN CURRENCY" means any currency other than U.S. Dollars.

         "FPL" means Fortuity Pty. Ltd. (ACN 007 148 683), an Australian company
incorporated in the State of Victoria which operates the Weight Watchers
classroom franchise and business in Victoria.

         "F.R.S. BOARD" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "GAAP" is defined in SECTION 1.4.

         "GB" means Gutbusters Pty. Ltd. (ACN 059 073 157), an Australian
company incorporated in the State of New South Wales.

         "GOVERNMENTAL AUTHORITY" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local (or the equivalent thereof), and any agency, authority, instrumentality,
regulatory body, court, central bank or other


                                      -18-
<Page>

entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

         "GUARANTEED OBLIGATIONS" is defined in SECTION 8.1.

         "GUARANTIES" means, collectively, (a) the WWI Guaranty, (b) the
Australian Guaranty, (c) the Subsidiary Guaranty, (d) the FNZ Guaranty and (e)
each other guaranty delivered from time to time pursuant to the terms of this
Agreement.

         "GUARANTOR" means any Person which has or may issue a Guaranty
hereunder.

         "HAZARDOUS MATERIAL" means

                  (a) any "hazardous substance", as defined by CERCLA or
         equivalent applicable foreign law;

                  (b) any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended or equivalent applicable
         foreign law;

                  (c) any petroleum product; or

                  (d) any pollutant or contaminant or hazardous, dangerous or
         toxic chemical, material or substance within the meaning of any other
         applicable federal, state or local law, regulation, ordinance or
         requirement (including consent decrees and administrative orders)
         relating to or imposing liability or standards of conduct concerning
         any hazardous, toxic or dangerous waste, substance or material, all as
         amended or hereafter amended.

         "HEDGING OBLIGATIONS" means, with respect to any Person, all
liabilities of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements, and all other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates or currency exchange rates, including but not limited to Rate Protection
Agreements.

         "HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms contained
in this Agreement or any other Loan Document refer to this Agreement or such
other Loan Document, as the case may be, as a whole and not to any particular
Section, paragraph or provision of this Agreement or such other Loan Document.

         "HJH" means H.J. Heinz Company, a Pennsylvania Corporation.

         "HJH PLEDGE AGREEMENT" means the HJH Pledge Agreement, dated September
29, 1999, by HJH in favor of the Administrative Agent, as amended, amended and
restated, supplemented or otherwise modified from time to time pursuant to the
terms thereof.


                                      -19-
<Page>

         "IMMATERIAL SUBSIDIARY" means, at any date of determination, any
Subsidiary or group of Subsidiaries of WWI having assets as at the end of or
EBITDA for the immediately preceding four Fiscal Quarter period for which the
relevant financial information has been delivered pursuant to CLAUSE (A) or
CLAUSE (B) of SECTION 7.1.1 of less than 5% of total assets of WWI and its
Subsidiaries or $2,000,000, respectively, individually or in the aggregate.

         "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification

                  (a) which is of a "going concern" or similar nature;

                  (b) which relates to the limited scope of examination of
         matters relevant to such financial statement; or

                  (c) which relates to the treatment or classification of any
         item in such financial statement and which, as a condition to its
         removal, would require an adjustment to such item the effect of which
         would be to cause such Obligor to be in default of any of its
         obligations under SECTION 7.2.4.

         "INCLUDING" means including without limiting the generality of any
description preceding such term, and, for purposes of this Agreement and each
other Loan Document, the parties hereto agree that the rule of EJUSDEM GENERIS
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

         "INDEBTEDNESS" of any Person means, without duplication:

                  (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes or
         other similar instruments for borrowed money in respect thereof;

                  (b) all obligations, contingent or otherwise, relative to the
         face amount of all letters of credit, whether or not drawn, and
         banker's acceptances issued for the account of such Person;

                  (c) all obligations of such Person as lessee under leases
         which have been or should be, in accordance with GAAP, recorded as
         Capitalized Lease Liabilities;

                  (d) net liabilities of such Person under all Hedging
         Obligations;

                  (e) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services,


                                      -20-
<Page>

         other than the WWI Preferred Shares, and indebtedness (excluding
         prepaid interest thereon and interest not yet due) secured by a Lien on
         property owned or being purchased by such Person (including
         indebtedness arising under conditional sales or other title retention
         agreements), whether or not such indebtedness shall have been assumed
         by such Person or is limited in recourse; PROVIDED, HOWEVER, that, for
         purposes of determining the amount of any Indebtedness of the type
         described in this clause, if recourse with respect to such Indebtedness
         is limited to specific property financed with such Indebtedness, the
         amount of such Indebtedness shall be limited to the fair market value
         (determined on a basis reasonably acceptable to the Administrative
         Agent) of such property or the principal amount of such Indebtedness,
         whichever is less; and

                  (f) all Contingent Liabilities of such Person in respect of
         any of the foregoing;

PROVIDED, that, Indebtedness shall not include unsecured Indebtedness incurred
in the ordinary course of business in the nature of accrued liabilities and open
accounts extended by suppliers on normal trade terms in connection with
purchases of goods and services, but excluding the Indebtedness incurred through
the borrowing of money or Contingent Liabilities in connection therewith. For
all purposes of this Agreement, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer (to the extent such Person is liable for
such Indebtedness).

         "INDEMNIFIED LIABILITIES" is defined in SECTION 11.4.

         "INDEMNIFIED PARTIES" is defined in SECTION 11.4.

         "INITIAL PUBLIC OFFERING" means any sale of the Capital Securities of
WWI to the public pursuant to an initial, primary offering registered under the
Securities Act of 1933 and, for purposes of the Change in Control definition
only, pursuant to which no less than 10% of the Capital Securities of WWI
outstanding after giving effect to such offering was sold pursuant to such
offering.

         "INTERCOMPANY SUBORDINATION AGREEMENT" means the Intercompany
Subordination Agreement, dated September 29, 1999, by WWI, the SP1 Borrower and
each of the Guarantors in favor of the Administrative Agent.

         "INTEREST COVERAGE RATIO" means, at the close of any Fiscal Quarter,
the ratio computed (except as set forth in the proviso set forth below) for the
period consisting of such Fiscal Quarter and each of the three immediately prior
Fiscal Quarters of:

                  (a) EBITDA (for such period)

TO


                                      -21-
<Page>

                  (b) Interest Expense (for such period).

         "INTEREST EXPENSE" means, for any Fiscal Quarter, the aggregate
consolidated cash interest expense (net of interest income) of WWI and its
Subsidiaries for such Fiscal Quarter, as determined in accordance with GAAP,
including the portion of any payments made in respect of Capitalized Lease
Liabilities allocable to interest expense.

         "INTEREST PERIOD" means, relative to any LIBO Rate Loans, the period
beginning on (and including) the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to SECTION 2.3.1 or
2.4 and shall end on (but exclude) the day which numerically corresponds to such
date one, two, three or six or, with the consent of each applicable Lender, nine
or twelve months thereafter (or, if such month has no numerically corresponding
day, on the last Business Day of such month), in either case as WWI may select
in its relevant notice pursuant to SECTION 2.3 or 2.4; PROVIDED, HOWEVER, that

                  (a) WWI shall not be permitted to select Interest Periods to
         be in effect at any one time which have expiration dates occurring on
         more than ten different dates;

                  (b) Interest Periods commencing on the same date for Loans
         comprising part of the same Borrowing shall be of the same duration;

                  (c) if such Interest Period would otherwise end on a day which
         is not a Business Day, such Interest Period shall end on the next
         following Business Day (unless such next following Business Day is the
         first Business Day of a calendar month, in which case such Interest
         Period shall end on the Business Day next preceding such numerically
         corresponding day); and

                  (d) no Interest Period for any Loan may end later than the
         Stated Maturity Date for such Loan.

         "INVESTMENT" means, relative to any Person,

                  (a) any loan or advance made by such Person to any other
         Person (excluding commission, travel and similar advances to officers
         and employees made in the ordinary course of business);

                  (b) any ownership or similar interest held by such Person in
         any other Person; and

                  (c) any purchase or other acquisition of all or substantially
         all of the assets of any Person or any division thereof.

The amount of any Investment shall be the original principal or capital amount
thereof less all returns of principal or equity thereon (and without adjustment
by reason of the financial


                                      -22-
<Page>

condition of such other Person) and shall, if made by the transfer or exchange
of property other than cash, be deemed to have been made in an original
principal or capital amount equal to the fair market value of such property at
the time of such transfer or exchange.

         "ISSUANCE REQUEST" means a Letter of Credit request and certificate
duly executed by an Authorized Officer of WWI, substantially in the form of
EXHIBIT B-2 hereto.

         "ISSUER" means, collectively, Scotiabank in its individual capacity
hereunder as issuer of the Letters of Credit and such other Lender as may be
designated by Scotiabank (and agreed to by WWI and such Lender) in its
individual capacity as the issuer of Letters of Credit.

         "LEAD ARRANGERS" means Scotiabank and CSFB.

         "LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment Agreement
substantially in the form of EXHIBIT J hereto.

         "LENDERS" is defined in the PREAMBLE.

         "LENDER'S ENVIRONMENTAL LIABILITY" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind or nature whatsoever (including reasonable
attorneys' fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending against or
prosecuting any litigation, claim or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against the Administrative
Agent, the Syndication Agent, any Lead Arranger, any Lender or any Issuer or any
of such Person's Affiliates, shareholders, directors, officers, employees, and
agents in connection with or arising from:

                  (a) any Hazardous Material on, in, under or affecting all or
         any portion of any property of WWI or any of its Subsidiaries, the
         groundwater thereunder, or any surrounding areas thereof to the extent
         caused by Releases from WWI or any of its Subsidiaries' or any of their
         respective predecessors' properties;

                  (b) any misrepresentation, inaccuracy or breach of any
         warranty, contained or referred to in SECTION 6.12;

                  (c) any violation or claim of violation by WWI or any of its
         Subsidiaries of any Environmental Laws; or

                  (d) the imposition of any lien for damages caused by or the
         recovery of any costs for the cleanup, release or threatened release of
         Hazardous Material by WWI or any of its Subsidiaries, or in connection
         with any property owned or formerly owned by WWI or any of its
         Subsidiaries.


                                      -23-
<Page>

         "LETTER OF CREDIT" is defined in SECTION 2.1.3.

         "LETTER OF CREDIT COMMITMENT" means, with respect to the Issuer, the
Issuer's obligation to issue Letters of Credit pursuant to SECTION 2.1.3 and,
with respect to each of the other Lenders that has a Revolving Loan Commitment,
the obligations of each such Lender to participate in such Letters of Credit
pursuant to SECTION 2.6.1.

         "LETTER OF CREDIT COMMITMENT AMOUNT" means, on any date, a maximum
amount of $10,000,000, as such amount may be reduced from time to time pursuant
to SECTION 2.2.

         "LETTER OF CREDIT OUTSTANDINGS" means, on any date, an amount equal to
the sum of

                  (a) the then aggregate amount which is undrawn and available
         under all issued and outstanding Letters of Credit,

PLUS

                  (b) the then aggregate amount of all unpaid and outstanding
         Reimbursement Obligations in respect of such Letters of Credit.

         "LIBO RATE" means, relative to any Interest Period for LIBO Rate Loans,
the rate of interest equal to the average (rounded upwards, if necessary, to the
nearest 1/16 of 1%) of the rates per annum at which U.S. Dollar deposits in
immediately available funds are offered to the Administrative Agent's LIBOR
Office in the London interbank market as at or about 11:00 a.m. London time two
Business Days prior to the beginning of such Interest Period for delivery on the
first day of such Interest Period, and in an amount approximately equal to the
amount of the Administrative Agent's LIBO Rate Loan and for a period
approximately equal to such Interest Period.

         "LIBO RATE LOAN" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

         "LIBO RATE (RESERVE ADJUSTED)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, a rate per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) determined pursuant to the following formula:

            LIBO Rate           =              LIBO RATE
                                     ------------------------------
         (Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

         The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be determined by the Administrative Agent on the basis of the LIBOR
Reserve Percentage in effect


                                      -24-
<Page>

on, and the applicable rates furnished to and received by the Administrative
Agent from Scotiabank, two Business Days before the first day of such Interest
Period.

         "LIBOR OFFICE" means, relative to any Lender, the office of such Lender
designated as such on SCHEDULE III hereto or designated in the Lender Assignment
Agreement or such other office of a Lender as designated from time to time by
notice from such Lender to WWI and the Administrative Agent, whether or not
outside the United States, which shall be making or maintaining LIBO Rate Loans
of such Lender hereunder.

         "LIBOR RESERVE PERCENTAGE" means, relative to any Interest Period for
LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the
maximum aggregate reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of and including
"Eurocurrency Liabilities", as currently defined in Regulation D of the F.R.S.
Board, having a term approximately equal or comparable to such Interest Period.

         "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or any filing or recording of any
instrument or document in respect of the foregoing, to secure payment of a debt
or performance of an obligation or other priority or preferential arrangement of
any kind or nature whatsoever.

         "LOAN" means, as the context may require, a Revolving Loan, a Swing
Line Loan, a Term A Loan (including each Additional Term A Loan and Designated
Additional Term A Loan), a Term B Loan (including each Designated Additional
Term B Loan), a Term D Loan (including each Designated Additional Term D Loan)
and each Designated New Term Loan of any type.

         "LOAN DOCUMENT" means this Agreement, the Notes, the TLCs, the Letters
of Credit, each Rate Protection Agreement under which that counterpart to such
agreement is (or at the time such Rate Protection Agreement was entered into,
was) a Lender or an Affiliate of a Lender relating to Hedging Obligations of WWI
or any of its Subsidiaries, the Fee Letter, each Pledge Agreement, each
Guaranty, each Security Agreement, the TLC Deed Poll, the Intercompany
Subordination Agreement and each other agreement, document or instrument
delivered in connection with this Agreement or any other Loan Document, whether
or not specifically mentioned herein or therein.

         "LOCAL MANAGEMENT PLAN" means an equity plan or program for (i) the
sale or issuance of Capital Securities of a Subsidiary in an amount not to
exceed 5% of the outstanding common equity of such Subsidiary to local
management or a plan or program in respect of Subsidiaries of WWI whose
principal business is conducted outside of the United States, (ii) the direct
purchase from ARTAL by WWI management employees, in one transaction or a series
of transactions, of not more than 3% in the aggregate of the WWI Common Shares
owned by ARTAL or (iii) the


                                      -25-
<Page>

issuance by WWI to its management employees, in one transaction or a series of
transactions, of stock options to purchase not more than 6% in the aggregate of
the WWI Common Shares on a fully diluted basis.

         "MATERIAL ADVERSE EFFECT" means (a) a material adverse effect on the
financial condition, operations, assets, business or properties of WWI and its
Subsidiaries, taken as a whole, (b) a material impairment other than an event or
set of circumstances described in CLAUSE (A) of the ability of any Obligor
(other than any Immaterial Subsidiary) to perform its respective material
obligations under the Loan Documents to which it is or will be a party, or (c)
an impairment of the validity or enforceability of, or a material impairment of
the rights, remedies or benefits available to the Administrative Agent, the
Issuer or the Lenders under, this Agreement or any other Loan Document.

         "MOODY'S" means Moody's Investors Service, Inc.

         "MORTGAGE" means, collectively, each Mortgage or Deed of Trust executed
and delivered pursuant to the terms of this Agreement, including CLAUSE (B) of
SECTION 7.1.8.

         "NET DISPOSITION PROCEEDS" means, with respect to a Permitted
Disposition of the assets of WWI or any of its Subsidiaries, the excess of

                  (a) the gross cash proceeds received by WWI or any of its
         Subsidiaries from any Permitted Disposition and any cash payments
         received in respect of promissory notes or other non-cash consideration
         delivered to WWI or such Subsidiary in respect of any Permitted
         Disposition,

LESS

                  (b) the sum of

                           (i) all reasonable and customary fees and expenses
                  with respect to legal, investment banking, brokerage and
                  accounting and other professional fees, sales commissions and
                  disbursements and all other reasonable fees, expenses and
                  charges, in each case actually incurred in connection with
                  such Permitted Disposition which have not been paid to
                  Affiliates of WWI,

                           (ii) all taxes and other governmental costs and
                  expenses actually paid or estimated by WWI (in good faith) to
                  be payable in cash in connection with such Permitted
                  Disposition, and

                           (iii) payments made by WWI or any of its Subsidiaries
                  to retire Indebtedness (other than the Loans) of WWI or any of
                  its Subsidiaries where


                                      -26-
<Page>

                  payment of such Indebtedness is required in connection with
                  such Permitted Disposition;

PROVIDED, HOWEVER, that if, after the payment of all taxes with respect to such
Permitted Disposition, the amount of estimated taxes, if any, pursuant to CLAUSE
(B)(II) above exceeded the tax amount actually paid in cash in respect of such
Permitted Disposition, the aggregate amount of such excess shall be immediately
payable, pursuant to CLAUSE (B) of SECTION 3.1.1, as Net Disposition Proceeds.

Notwithstanding the foregoing, Net Disposition Proceeds shall not include fees
or other amounts paid to WWI or its Subsidiaries in respect of a license of
intellectual property (not related to the classroom business of WWI or its
Subsidiaries) having customary terms and conditions for similar licenses.

         "NET EQUITY PROCEEDS" means, with respect to the sale or issuance by
WWI to any Person of any stock, warrants or options or the exercise of any such
warrants or options, the EXCESS of:

                  (a) the gross cash proceeds received by WWI from such sale,
         exercise or issuance (other than Excluded Equity Proceeds),

         OVER

                  (b) all reasonable and customary underwriting commissions and
         legal, investment banking, brokerage and accounting and other
         professional fees, sales commissions and disbursements and all other
         reasonable fees, expenses and charges, in each case actually incurred
         in connection with such sale or issuance which have not been paid to
         Affiliates of WWI in connection therewith.

         "NET INCOME" means, for any period, the net income of WWI and its
Subsidiaries for such period on a consolidated basis, excluding extraordinary
gains.

         "NETCO" means Weight Watchers.com Inc., a Delaware corporation.

         "NON-EXCLUDED TAXES" means any taxes other than (i) net income and
franchise taxes imposed with respect to any Secured Party by a Governmental
Authority under the laws of which such Secured Party is organized or in which it
maintains its applicable lending office and (ii) any taxes imposed on a Secured
Party by any jurisdiction as a result of any former or present connection
between such Secured Party and such jurisdiction other than a connection arising
from a Secured Party entering into this Agreement or making any loan hereunder.

         "NON-GUARANTOR SUBSIDIARY" means the Designated Subsidiary and any
other Subsidiary of WWI other than any Person which has or may issue a Guaranty
hereunder.


                                      -27-
<Page>

         "NON-U.S. LENDER" means any Lender (including each Assignee Lender)
that is not (i) a citizen or resident of the United States, (ii) a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any state thereof, or (iii) any estate or trust that is subject
to U.S. Federal income taxation regardless of the source of its income.

         "NOTE" means, as the context may require, a Revolving Note, a Swing
Line Note, a Registered Note, a Term A Note, a Term B Note or a Term D Note or
any promissory note representing a Designated New Term Loan.

         "OBLIGATIONS" means all obligations (monetary or otherwise) of the
Borrowers and each other Obligor arising under or in connection with this
Agreement, the Notes, each Letter of Credit and each other Loan Document, and
Hedging Obligations owed to a Lender or an Affiliate thereof (unless the Lender
or such Affiliate otherwise agrees).

         "OBLIGOR" means any Borrower or any other Person (other than any Agent,
any Lender or the Issuer) obligated under any Loan Document.

         "ORGANIC DOCUMENT" means, relative to any Obligor, its certificate of
incorporation, its by-laws and all shareholder agreements, voting trusts and
similar arrangements (or the foreign equivalent thereof) applicable to any of
its authorized shares of Capital Securities.

         "OTHER TAXES" means any and all stamp, documentary or similar taxes, or
any other excise or property taxes or similar levies that arise on account of
any payment made or required to be made under any Loan Document or from the
execution, delivery, registration, recording or enforcement of any Loan
Document.

         "PARTICIPANT" is defined in SECTION 11.11.2.

         "PATENT SECURITY AGREEMENT" means the Patent Security Agreement, dated
September 29, 1999, by WWI and each of its U.S. Subsidiaries in favor of the
Administrative Agent, as amended, supplemented, amended and restated or
otherwise modified.

         "PBGC" means the Pension Benefit Guaranty Corporation and any successor
entity.

         "PENSION PLAN" means a "PENSION PLAN", as such term is defined in
section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in section 4001(a)(3) of ERISA), and to which WWI
or any corporation, trade or business that is, along with WWI, a member of a
Controlled Group, has or within the prior six years has had any liability,
including any liability by reason of having been a substantial employer within
the meaning of section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor under section
4069 of ERISA.


                                      -28-
<Page>

         "PERCENTAGE" means, relative to any Lender, the applicable percentage
relating to Additional Term A Loans, Term A Loans, Term B Loans, Term D Loans,
Designated New Term Loans, Swing Line Loans, Revolving Loans or TLCs, as the
case may be, as set forth opposite its name on SCHEDULE II hereto under the
applicable column heading or set forth in Lender Assignment Agreement(s) under
the applicable column heading, as such percentage may be adjusted from time to
time pursuant to Lender Assignment Agreement(s) executed by such Lender and its
Assignee Lender(s) and delivered pursuant to SECTION 11.11. A Lender shall not
have any Commitment to make a particular Tranche of Loans or purchase TLCs (as
the case may be) if its percentage under the respective column heading is zero
(0%), and no Lender has a Commitment with respect to Existing Term A Loans or
Existing Term B Loans as the Term A Loan Commitments and the Term B Loan
Commitments (each as defined in the Existing Credit Agreement) have been
terminated by the making of the Existing Term A Loans and the Existing Term B
Loans.

         "PERMITTED ACQUISITION" means an acquisition (whether pursuant to an
acquisition of Capital Securities, assets or otherwise) by any Borrower or any
of the Subsidiaries from any Person of a business in which the following
conditions are satisfied:

                  (a) immediately before and after giving effect to such
         acquisition no Default shall have occurred and be continuing or would
         result therefrom (including under SECTION 7.2.1);

                  (b) if the acquisition is of Capital Securities of a Person
         such Person becomes a Subsidiary;

                  (c) (i) the consideration for such acquisition is the voting
         Capital Securities of WWI or (ii) the aggregate amount of other
         consideration (including cash) for all such acquisitions since the date
         hereof shall not exceed an amount equal to (x)(i) $25,000,000 in Fiscal
         Year 2001 plus (ii) an additional $10,000,000 added at the beginning of
         each Fiscal Year thereafter minus (y) the aggregate amount of all such
         Permitted Acquisitions made since the date hereof; and

                  (d) Holdings shall have delivered to the Agents a Compliance
         Certificate for the period of four full Fiscal Quarters immediately
         preceding such acquisition (prepared in good faith and in a manner and
         using such methodology which is consistent with the most recent
         financial statements delivered pursuant to SECTION 7.1.1) giving PRO
         FORMA effect to the consummation of such acquisition and evidencing
         compliance with the covenants set forth in SECTION 7.2.4.

         "PERMITTED ARTAL INVESTOR GROUP" means ARTAL or any of its direct or
indirect Wholly-owned Subsidiaries and ARTAL Group S.A., a Luxembourg
corporation or any of its direct or indirect Wholly-owned Subsidiaries.


                                      -29-
<Page>

         "PERMITTED DISPOSITION" means a Disposition in accordance with the
terms of CLAUSE (B) (other than as permitted by CLAUSE (A)) of SECTION 7.2.9.

         "PERSON" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.

         "PLAN" means any Pension Plan or Welfare Plan.

         "PLEDGE AGREEMENTS" means, collectively, (a) the WWI Pledge Agreement,
(b) the ARTAL Pledge Agreement, (c) the HJH Pledge Agreement, (d) the Australian
Pledge Agreement, (e) the U.K. Pledge Agreement, and (f) each other pledge
agreement delivered from time to time pursuant to CLAUSE (B) of SECTION 7.1.7.

         "PURCHASE AGREEMENT" is defined in the SECOND RECITAL.

         "QUALIFIED ASSETS" is defined in CLAUSE (B) of SECTION 3.1.1.

         "QUARTERLY PAYMENT DATE" means the last day of each March, June,
September and December, or, if any such day is not a Business Day, the next
succeeding Business Day.

         "RATE PROTECTION AGREEMENTS" means, collectively, arrangements entered
into by any Person designed to protect such Person against fluctuations in
interest rates or currency exchange rates, pursuant to the terms of this
Agreement.

         "RECAPITALIZATION" means those transactions contemplated and undertaken
pursuant to the Recapitalization Agreement.

         "RECAPITALIZATION AGREEMENT" means that certain Recapitalization and
Stock Purchase Agreement, dated as of July 22, 1999 among WWI, ARTAL and HJH.

         "REFINANCE" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

         "REFINANCING INDEBTEDNESS" means Indebtedness that Refinances any
Indebtedness of WWI or any of its Subsidiaries existing on September 29, 1999 or
otherwise permitted hereunder, including Indebtedness that Refinances
Refinancing Indebtedness; PROVIDED, HOWEVER, that:

         (i)      such Refinancing Indebtedness has a Stated Maturity no earlier
                  than the Stated Maturity of the Indebtedness being Refinanced;


                                      -30-
<Page>

         (ii)     such Refinancing Indebtedness has an Average Life at the time
                  such Refinancing Indebtedness is incurred that is equal to or
                  greater than the Average Life of the Indebtedness being
                  Refinanced; and

         (iii)    such Refinancing Indebtedness has an aggregate principal
                  amount (or if incurred with original issue discount, an
                  aggregate issue price) that is equal to or less than the
                  aggregate principal amount (or if incurred with original issue
                  discount, the aggregate accreted value) then outstanding or
                  committed (plus fees and expenses, including any premium and
                  defeasance costs) under the Indebtedness being Refinanced;

PROVIDED FURTHER, HOWEVER, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances Indebtedness of WWI or (B)
Indebtedness of WWI or a Subsidiary that Refinances Indebtedness of another
Subsidiary.

         "REFUNDED SWING LINE LOANS" is defined in CLAUSE (B) of SECTION 2.3.2.

         "REGISTER" is defined in SECTION 11.11.3.

         "REGISTERED NOTE" means a promissory note of WWI payable to any
Registered Noteholder, in the form of EXHIBIT A-8 hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of WWI to such Lender resulting from
outstanding Term Loans, and also means all other promissory notes accepted from
time to time in substitution therefor or renewal thereof.

         "REGISTERED NOTEHOLDER" means any Lender that has been issued a
Registered Note.

         "REIMBURSEMENT OBLIGATION" is defined in SECTION 2.6.3.

         "RELATED FUND" means, with respect to any Lender which is a fund that
invests in loans, any other fund that invests in loans and is controlled by the
same investment advisor of such Lender or by an Affiliate of such investment
advisor.

         "RELEASE" means a "RELEASE", as such term is defined in CERCLA.

         "REQUIRED LENDERS" means, at any time, Lenders holding at least 51% of
the Total Exposure Amount.

         "RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, ET SEQ., as in effect
from time to time.

         "RESTRICTED PAYMENTS" is defined in SECTION 7.2.6.


                                      -31-
<Page>

         "REVOLVING LOAN" is defined in CLAUSE (A) of SECTION 2.1.2.

         "REVOLVING LOAN COMMITMENT" is defined in CLAUSE (A) of SECTION 2.1.2.

         "REVOLVING LOAN COMMITMENT AMOUNT" means, on any date, $45,000,000, as
such amount may be (i) reduced from time to time pursuant to SECTION 2.2 or (ii)
increased pursuant to SECTION 2.1.6.

         "REVOLVING LOAN COMMITMENT TERMINATION DATE" means the earliest of

                  (a) September 30, 2005;

                  (b) the date on which the Revolving Loan Commitment Amount is
         terminated in full or reduced to zero pursuant to SECTION 2.2; and

                  (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in CLAUSES (B) or (C), the Revolving
Loan Commitments shall terminate automatically and without any further action.

         "REVOLVING NOTE" means a promissory note of WWI payable to a Lender,
substantially in the form of EXHIBIT A-1 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of WWI to such Lender resulting from outstanding
Revolving Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

         "S&P" means Standard & Poor's Ratings Group, a division of McGraw-Hill,
Inc.

         "SCOTIABANK" is defined in the PREAMBLE.

         "SECURED PARTIES" means, collectively, the Lenders, the Issuers, the
Administrative Agent, the Syndication Agent, the Lead Arrangers, each
counterparty to a Rate Protection Agreement that is (or at the time such Rate
Protection Agreement was entered into, was) a Lender or an Affiliate thereof and
(in each case) and each of their respective successors, transferees and assigns.

         "SECURITY AGREEMENTS" means, collectively, (a) the WWI Security
Agreement, (b) the Australian Security Agreement, (c) the U.K. Security
Agreement, (d) the Patent Security Agreements, the Trademark Security Agreements
and the Copyright Security Agreements, (e) the FNZ Security Agreement and (f)
each other security agreement executed and delivered from time to time pursuant
to CLAUSE (A) of SECTION 7.1.7, in each case, as amended, amended and restated,
supplemented or otherwise modified from time to time pursuant to the terms
thereof.


                                      -32-
<Page>

         "SENIOR DEBT" means all Debt other than Subordinated Debt.

         "SENIOR DEBT TO EBITDA RATIO" means, as of the last day of any Fiscal
Quarter, the ratio of

                  (a) Senior Debt outstanding on the last day of such Fiscal
         Quarter

TO

                  (b) EBITDA computed for the period consisting of such Fiscal
         Quarter and each of the three immediately preceding Fiscal Quarters.

         "SENIOR SUBORDINATED DEBT" means, collectively, debt of WWI under its
13% Senior Subordinated Notes in an aggregate principal amount of $150,000,000
and its 13% Senior Subordinated Notes in an aggregate principal amount of Euro
100,000,000, issued under the Senior Subordinated Note Indenture pursuant to a
Rule 144A private placement.

         "SENIOR SUBORDINATED NOTE INDENTURE" means, collectively, that certain
Senior Subordinated Note Indenture, dated as of September 29, 1999 between WWI
and Norwest Bank Minnesota, National Association, as trustee, related to the
issuance of $150,000,000 Senior Subordinated Notes and that certain Senior
Subordinated Note Indenture, dated as of September 29, 1999, between WWI and
Norwest Bank Minnesota, National Association, as trustee, related to the
issuance of Euro 100,000,000 Senior Subordinated Notes.

         "SENIOR SUBORDINATED NOTEHOLDER" means, at any time, any holder of a
Senior Subordinated Note.

         "SENIOR SUBORDINATED NOTES" means those certain 13% Senior Subordinated
Notes due 2009, issued pursuant to the Senior Subordinated Note Indenture.

         "SOLVENT" means, with respect to any Person on a particular date, that
on such date (a) the fair value of the property of such Person is greater than
the total amount of liabilities, including contingent liabilities, of such
Person, (b) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (c) such Person does
not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person's ability to pay as such debts and liabilities mature, and
(d) such Person is not engaged in business or a transaction, and such person is
not about to engage in business or a transaction, for which such Person's
property would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in the
light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.


                                      -33-
<Page>

         "STATED AMOUNT" of each Letter of Credit means the total amount
available to be drawn under such Letter of Credit upon the issuance thereof.

         "STATED EXPIRY DATE" is defined in SECTION 2.6.

         "STATED MATURITY" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency unless such contingency has occurred).

         "STATED MATURITY DATE" means

                  (a) in the case of any Revolving Loan, September 30, 2005;

                  (b) in the case of any Term A Loan, September 30, 2005;

                  (c) in the case of any Term B Loan, September 30, 2006;

                  (d) in the case of any Term D Loan, June 30, 2006;

                  (e) in the case of any TLC, September 30, 2006; and

                  (f) in the case of any Designated New Term Loan, as determined
         in accordance with SECTION 2.1.6.

         "SUBORDINATED DEBT" means, as the context may require, (i) the
unsecured Debt of WWI evidenced by the Senior Subordinated Notes and (ii) to the
extent permitted by the Required Lenders, any other unsecured Debt of WWI
subordinated in right of payment to the Obligations pursuant to documentation
containing maturities, amortization schedules, covenants, defaults, remedies,
subordination provisions and other material terms in form and substance
satisfactory to the Administrative Agent and Required Lenders.

         "SUBORDINATED GUARANTY" means, collectively, (i) the Guaranty executed
and delivered by certain Subsidiaries of WWI pursuant to Section 4.13 of the
Senior Subordinated Note Indenture and (ii) each other guaranty, if any,
executed from time to time by any Subsidiary of WWI pursuant to which the
guarantor thereunder has any Contingent Liability with respect to any
Subordinated Debt.

         "SUBORDINATION PROVISIONS" is defined in SECTION 9.1.11.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership or other business entity of which more than 50% of the outstanding
Capital Securities (or other ownership


                                      -34-
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interest) having ordinary voting power to elect a majority of the board of
directors, managers or other voting members of the governing body of such entity
(irrespective of whether at the time Capital Securities (or other ownership
interest) of any other class or classes of such entity shall or might have
voting power upon the occurrence of any contingency) is at the time directly or
indirectly owned by such Person, by such Person and one or more other
Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person. Unless the context otherwise specifically requires, the term
"Subsidiary" shall be a reference to a Subsidiary of WWI.

         "SUBSIDIARY GUARANTY" means the Guaranty, dated September 29, 1999, by
the U.S. Subsidiaries signatory thereto, UKHC1, UKHC2 and WWUK and its
Subsidiaries in favor of the Administrative Agent, as amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms.

         "SWING LINE LENDER" means Scotiabank (or another Lender designated by
Scotiabank with the consent of WWI, if such Lender agrees to be the Swing Line
Lender hereunder), in such Person's capacity as the maker of Swing Line Loans.

         "SWING LINE LOAN" is defined in CLAUSE (B) of SECTION 2.1.2.

         "SWING LINE LOAN COMMITMENT" means, with respect to the Swing Line
Lender, the Swing Line Lender's obligation pursuant to CLAUSE (B) of SECTION
2.1.2 to make Swing Line Loans and, with respect to each Lender with a
Commitment to make Revolving Loans (other than the Swing Line Lender), such
Lender's obligation to participate in Swing Line Loans pursuant to SECTION
2.3.2.

         "SWING LINE LOAN COMMITMENT AMOUNT" means, on any date, $5,000,000, as
such amount may be reduced from time to time pursuant to SECTION 2.2.

         "SWING LINE NOTE" means a promissory note of WWI payable to the Swing
Line Lender, in substantially the form of EXHIBIT A-2 hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of WWI to the Swing Line Lender resulting
from outstanding Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

         "SYNDICATION AGENT" is defined in the PREAMBLE.

         "TERM LOANS" means, collectively, the Term A Loans, the Term B Loans,
the Designated New Term Loans and the Term D Loans.

         "TERM A LOAN" is defined in CLAUSE (A) of SECTION 2.1.1.

         "TERM A LOAN LENDER" means any Lender which has an outstanding Term A
Loan.


                                      -35-
<Page>

         "TERM A NOTE" means a promissory note of WWI, payable to the order of
any Lender, in the form of EXHIBIT A-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of WWI to such Lender resulting from outstanding Term A
Loans (including Additional Term A Loans), and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

         "TERM B LOAN" is defined in CLAUSE (A) of SECTION 2.1.1.

         "TERM B LOAN LENDER" means any Lender which has an outstanding Term B
Loan.

         "TERM B NOTE" means promissory notes of WWI, payable to the order of
any Lender, in the form of EXHIBITS A-5 and A-6 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of WWI to such Lender resulting from outstanding Term
B Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.

         "TERM D LOAN" is defined in CLAUSE (C) of SECTION 2.1.1.

         "TERM D LOAN COMMITMENT" is defined in CLAUSE (C) of SECTION 2.1.1.

         "TERM D LOAN COMMITMENT AMOUNT" means $20,000,000.

         "TERM D LOAN COMMITMENT TERMINATION DATE" means the earliest of:

                  (a) January 31, 2001, if the Term D Loans have not been made
         on or prior to such date;

                  (b) the date of the making of the Term D Loans (immediately
         after the making of such Term D Loans on such date); and

                  (c) the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in CLAUSES (B) or (C), the Term D
Loan Commitments shall terminate automatically and without any further action.

         "TERM D LOAN LENDER" means any Lender which has a Percentage of the
Term D Loan Commitment Amount or, after the making of the Term D Loan, has an
outstanding Term D Loan.

         "TERM D NOTE" means a promissory note of WWI, payable to the order of
any Lender, in the form of EXHIBIT A-7 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of WWI to such Lender resulting from outstanding Term D
Loans, and also means all other promissory notes accepted from time to time in
substitution therefor or renewal thereof.


                                      -36-
<Page>

         "TLC" means an instrument executed by the SP1 Borrower, which
acknowledges the Indebtedness of the SP1 Borrower with respect to any Lender, in
the form of EXHIBIT A-4 hereto (as such instrument may be amended, endorsed or
otherwise modified from time to time), and also means all other instruments
accepted from time to time in substitution therefor or renewal thereof.

         "TLC COMMITMENT" is defined in SECTION 2.9.

         "TLC DEED POLL" means the Deed Poll, dated as of September 29, 1999,
among the SP1 Borrower and each TLC Holder (as defined therein), as amended,
amended and restated, supplemented or otherwise modified from time to time.

         "TLC LENDER" means any Lender which has an outstanding TLC Loan.

         "TOTAL EXPOSURE AMOUNT" means, on any date of determination, the then
outstanding principal amount of all Term Loans, the TLCs and the then effective
Revolving Loan Commitment Amount.

         "TRADEMARK SECURITY AGREEMENT" means the Trademark Security Agreement,
dated September 29, 1999, by WWI and each of its U.S. Subsidiaries signatory
thereto in favor of the Administrative Agent, as amended, supplemented, amended
and restated or otherwise modified from time to time.

         "TRANCHE" means, as the context may require, the (a) Loans constituting
Term A Loans, Term B Loans, Term D Loans, Designated New Term Loans, Swing Line
Loans or Revolving Loans or (b) TLCs.

         "TRANSACTION" is defined in the SECOND RECITAL.

         "TYPE" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York.

         "UKHC1" means Weight Watchers UK Holding Ltd, a company incorporated
under the laws of England.

         "UKHC2" means Weight Watchers International Ltd, a company incorporated
under the laws of England.

         "U.K. PLEDGE AGREEMENT" means, collectively, (i) the Deeds of Charge
executed and delivered by WWI to UKHC1, UKHC2 and WWUK and its Subsidiaries and
(ii) each other


                                      -37-
<Page>

pledge agreement delivered pursuant to CLAUSE (B) of SECTION 7.1.7, as amended,
amended and restated, supplemented or otherwise modified from time to time
pursuant to the terms thereof.

         "U.K. SECURITY AGREEMENT" means, collectively, (i) the Debentures
executed and delivered by UKHC1, UKHC2 and WWUK and each of its Subsidiaries and
(ii) each other security agreement delivered pursuant to CLAUSE (A) of SECTION
7.1.7, as amended, amended and restated, supplemented or otherwise modified from
time to time pursuant to the terms thereof.

         "U.K. SUBSIDIARY" means any Subsidiary that is incorporated under the
laws of England.

         "UNITED STATES" or "U.S." means the United States of America, its fifty
States and the District of Columbia.

         "U.S. DOLLAR" and the sign "$" mean lawful money of the United States.

         "U.S. SUBSIDIARY" means any Subsidiary that is incorporated or
organized under the laws of the United States or a state thereof or the District
of Columbia.

         "VOTING STOCK" means, with respect to any Person, Capital Securities of
any class or kind ordinarily having the power to vote for the election of
directors, managers or other voting members of the governing body of such
Person.

         "WAIVER" means an agreement in favor of the Administrative Agent for
the benefit of the Lenders and the Issuer in form and substance reasonably
satisfactory to the Administrative Agent.

         "WARNACO AGREEMENT" means that certain License Agreement, dated as of
January 8, 1999, between Warnaco Inc., a Delaware corporation, and WWI.

         "WEIGHCO ACQUISITION" is defined in the SECOND RECITAL.

         "WEI" is defined in the SECOND RECITAL.

         "WNI" is defined in the second recital.

         "WSI" is defined in the second recital.

         "WEIGHCO" is defined in the SECOND RECITAL.

         "WEIGHCO BUSINESS" is defined in the SECOND RECITAL.

         "WELFARE PLAN" means a "WELFARE PLAN", as such term is defined in
section 3(1) of ERISA, and to which WWI or any of its Subsidiaries has any
liability.


                                      -38-
<Page>

         "WHOLLY-OWNED SUBSIDIARY" shall mean, with respect to any Person, any
Subsidiary of such Person all of the Capital Securities (and all rights and
options to purchase such Capital Securities) of which, other than directors'
qualifying shares or shares sold pursuant to Local Management Plans, are owned,
beneficially and of record, by such Person and/or one or more Wholly-owned
Subsidiaries of such Person.

         "WW AUSTRALIA" means Weight Watchers International Pty. Ltd. (ACN 070
836 449), an Australian company incorporated in the State of New South Wales and
resident in Australia and the direct corporate parent of FPL and the SP1
Borrower.

         "WWI COMMON SHARES" means shares of common stock of WWI, par value
$1.00 per share.

         "WWI GUARANTY" means the Guaranty made by WWI contained in ARTICLE
VIII.

         "WWI PLEDGE AGREEMENT" means the Pledge Agreement, dated September 29,
1999, by WWI and its U.S. Subsidiaries signatory thereto in favor of the
Administrative Agent, together with each Supplement thereto delivered pursuant
to CLAUSE (B) of SECTION 7.1.7, as amended, amended and restated, supplemented
or otherwise modified from time to time pursuant to the terms thereof.

         "WWI PREFERRED SHARES" means no par value preferred shares of WWI with
an aggregate amount liquidation preference equal to $25,000,000.

         "WWI SECURITY AGREEMENT" means the Security Agreement dated September
29, 1999, by WWI and all U.S. Subsidiaries of WWI (other than the Designated
Subsidiary) in favor of the Administrative Agent, together with each Supplement
thereto delivered pursuant to CLAUSE (A) of SECTION 7.1.7, as amended, amended
and restated, supplemented or otherwise modified from time to time pursuant to
the terms thereof.

         "WWNA" is defined in the SECOND RECITAL.

         "WWUK" means Weight Watchers UK Limited and its Subsidiaries.

         SECTION 1.2. USE OF DEFINED TERMS. Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in the Disclosure Schedule and in
each other Loan Document, notice and other communication delivered from time to
time in connection with this Agreement or any other Loan Document.

         SECTION 1.3. CROSS-REFERENCES. Unless otherwise specified, references
in this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and,


                                      -39-
<Page>

unless otherwise specified, references in any Article, Section or definition to
any clause are references to such clause of such Article, Section or definition.

         SECTION 1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, all accounting determinations and computations hereunder or
thereunder (including under SECTION 7.2.4) shall be made, and all financial
statements required to be delivered hereunder or thereunder shall be prepared in
accordance with, those generally accepted accounting principles ("GAAP") as in
effect as of April 24, 1999. For purposes of computing the covenants set forth
in SECTION 7.2.4 (and any financial calculations required to be made or included
within such ratios) as of the end of any Fiscal Quarter, all components of such
ratios for the period of four Fiscal Quarters ending at the end of such Fiscal
Quarter shall include (or exclude), without duplication, such components of such
ratios attributable to any business or assets that have been acquired (or
disposed of) by the Borrower or any of the Subsidiaries (including through
mergers or consolidations) after the first day of such period of four Fiscal
Quarters and prior to the end of such period, on a pro forma basis for such
period of four Fiscal Quarters as if such acquisition or disposition had
occurred on such first day of such period.

         SECTION 1.5. CURRENCY CONVERSIONS. If it shall be necessary for
purposes of this Agreement to convert an amount in one currency into another
currency, unless otherwise provided herein, the exchange rate shall be
determined by reference to the New York foreign exchange selling rates (such
determination to be made as at the date of the relevant transaction), as
determined by the Administrative Agent (in accordance with its standard
practices).

                                   ARTICLE II

         CONTINUATION OF CERTAIN EXISTING LOANS, COMMITMENTS, BORROWING
      AND ISSUANCE PROCEDURES, NOTES, LETTERS OF CREDIT AND TLC PROVISIONS

         SECTION 2.1. LOAN COMMITMENTS. On the terms and subject to the
conditions of this Agreement (including ARTICLE V), the Lenders, the Swing Line
Lender and the Issuer severally agree to the continuation of Existing Loans and
Existing Letters of Credit and to make Credit Extensions as set forth below.

         SECTION 2.1.1. CONTINUATION OF EXISTING TERM LOANS; TERM LOAN
COMMITMENTS. Subject to compliance by the Obligors with the terms of SECTIONS
2.1.4, 5.1 and 5.2:

                  (a) each of the parties hereto acknowledges and agrees that
         the Existing Term A Loans shall continue as Term A Loans (including the
         Additional Term A Loans and Designated Additional Term A Loans, being
         the "TERM A LOANS") and the Existing Term B Loans shall continue as
         Term B Loans (including any Designated Additional Term B Loans, being
         the "TERM B LOANS") for all purposes under this Agreement and the Loan


                                      -40-
<Page>

         Documents, with each Lender's share of Term A Loans and Term B Loans
         being set forth opposite its name on SCHEDULE II hereto under the Term
         A Loan column or the Term B Loan column, as applicable, or set forth in
         a Lender Assignment Agreement under the Term A column or the Term B
         Loan column, as applicable, as such amount may be adjusted from time to
         time pursuant to the terms hereof;

                  (b) in a single Borrowing occurring on or prior to the
         Additional Term A Loan Commitment Termination Date, each Lender that
         has an Additional Term A Loan Commitment will make loans (relative to
         such Lender, its "ADDITIONAL TERM A LOANS") to the Borrower in an
         amount equal to such Lender's Percentage of the aggregate amount of the
         Borrowing of Additional Term A Loans requested by the Borrower to be
         made on such day (with the commitment of each such Lender described in
         this CLAUSE (B) herein referred to as its "ADDITIONAL TERM A LOAN
         COMMITMENT"); and

                  (c) in a single Borrowing occurring on or prior to the Term D
         Loan Commitment Termination Date, each Lender that has a Term D Loan
         Commitment will make loans (relative to such Lender, including any
         Designated Additional Term D Loans, its "TERM D LOANS") to the Borrower
         in an amount equal to such Lender's Percentage of the aggregate amount
         of the Borrowing of Term D Loans requested by the Borrower to be made
         on such day (with the commitment of each such Lender described in this
         CLAUSE (C) herein referred to as its "TERM D LOAN COMMITMENT").

         No amounts paid or prepaid with respect to Term Loans may be
reborrowed.

         SECTION 2.1.2. REVOLVING LOAN COMMITMENT AND SWING LINE LOAN
COMMITMENT. Subject to compliance by the Obligors with the terms of SECTION
2.1.4, SECTION 5.1 and SECTION 5.2, the Revolving Loans and Swing Line Loans
will be continued and/or made as set forth below:

                  (a) From time to time on any Business Day occurring
         concurrently with (or after) the making of the Term Loans but prior to
         the Revolving Loan Commitment Termination Date, each Lender that has a
         Revolving Loan Commitment will make loans (relative to such Lender, its
         "REVOLVING LOANS") to WWI in U.S. Dollars, equal to such Lender's
         Percentage of the aggregate amount of the Borrowing of the Revolving
         Loans requested by such Borrower to be made on such day. The Commitment
         of each Lender described in this CLAUSE (A) is herein referred to as
         its "REVOLVING LOAN COMMITMENT". On the terms and subject to the
         conditions hereof, any Borrower may from time to time borrow, prepay
         and reborrow the Revolving Loans. All Existing Revolving Loans shall be
         continued as Revolving Loans hereunder.

                  (b) From time to time on any Business Day occurring
         concurrently with (or after) the making of the Term Loans, but prior to
         the Revolving Loan Commitment Termination Date, the Swing Line Lender
         will make loans (relative to the Swing Line Lender, its


                                      -41-
<Page>

         "SWING LINE LOANS") to WWI equal to the principal amount of the Swing
         Line Loans requested by WWI. On the terms and subject to the conditions
         hereof, WWI may from time to time borrow, prepay and reborrow such
         Swing Line Loans. All Existing Swing Line Loans shall be continued as
         Swing Line Loans hereunder.

         SECTION 2.1.3. LETTER OF CREDIT COMMITMENT. Subject to compliance by
the Obligors with the terms of SECTION 2.1.5, SECTION 5.1 and SECTION 5.2, from
time to time on any Business Day occurring from and after September 29, 1999 but
prior to the Revolving Loan Commitment Termination Date, the Issuer will

                  (a) issue one or more standby or documentary letters of credit
         (each referred to as a "LETTER OF CREDIT") for the account of WWI in
         the Stated Amount requested by WWI on such day; or

                  (b) extend the Stated Expiry Date of an existing standby
         Letter of Credit previously issued hereunder to a date not later than
         the earlier of (x) the Revolving Loan Commitment Termination Date and
         (y) one year from the date of such extension.

         All Existing Letters of Credit shall be maintained as Letters of Credit
hereunder.

         SECTION 2.1.4. LENDERS NOT PERMITTED OR REQUIRED TO MAKE THE LOANS. No
Lender shall be permitted or required to, and WWI shall not request that any
Lender, make

                  (a) any Additional Term A Loan or Term D Loan (as the case may
         be) if, after giving effect thereto, the aggregate original principal
         amount of all the Additional Term A Loans or Term D Loans (as the case
         may be):

                           (i) of all Lenders would exceed the Additional Term A
                  Loan Commitment Amount (in the case of Additional Term A
                  Loans), or Term D Loan Commitment Amount (in the case of Term
                  D Loans); or

                           (ii) of such Lender would exceed such Lender's
                  Percentage of the Additional Term A Loan Amount (in the case
                  of Additional Term A Loans) or the Term D Loan Amount (in the
                  case of Term D Loans);

                  (b) any Revolving Loan or Swing Line Loan if, after giving
         effect thereto, the aggregate outstanding principal amount of all the
         Revolving Loans and Swing Line Loans:

                           (i) of all the Lenders with Revolving Loan
                  Commitments, together with the aggregate amount of all Letter
                  of Credit Outstandings, would exceed the Revolving Loan
                  Commitment Amount; or


                                      -42-
<Page>

                           (ii) of such Lender with a Revolving Loan Commitment
                  (other than the Swing Line Lender), together with such
                  Lender's Percentage of the aggregate amount of all Letter of
                  Credit Outstandings, would exceed such Lender's Percentage of
                  the Revolving Loan Commitment Amount; or

                  (c) any Swing Line Loan if after giving effect to the making
         of such Swing Line Loan, the outstanding principal amount of all Swing
         Line Loans would exceed the then existing Swing Line Loan Commitment
         Amount.

         SECTION 2.1.5. ISSUER NOT PERMITTED OR REQUIRED TO ISSUE LETTERS OF
CREDIT. No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (a) the aggregate amount of all Letter of
Credit Outstandings would exceed the Letter of Credit Commitment Amount or (b)
the sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the Revolving Loan Commitment Amount.

         SECTION 2.1.6. DESIGNATED ADDITIONAL LOANS. At any time that no Default
has occurred and is continuing, from time to time and on or before September 30,
2004, WWI may notify the Administrative Agent that WWI is requesting that, on
the terms and subject to the conditions contained in this Agreement, the Lenders
and/or other lenders not then a party to this Agreement provide up to an
aggregate amount of $30,000,000 in commitments to provide (i) additional
Revolving Loan Commitments ("DESIGNATED ADDITIONAL REVOLVING LOAN COMMITMENTS),
(ii) additional Term A Loans ("DESIGNATED ADDITIONAL TERM A LOANS"), (iii)
additional Term B Loans ("DESIGNATED ADDITIONAL TERM B LOANS"), (iv) additional
Term D Loans ("DESIGNATED ADDITIONAL TERM D LOANS" and/or (v) loans to be
provided under a new tranche of Term Loans ("DESIGNATED NEW TERM LOANS") which
have terms and conditions, (including interest rate and amortization schedule)
as mutually agreed to by WWI, the Agents and the Lenders providing such new
tranche of Loans. Upon receipt of any such notice, the Administrative Agent
shall use commercially reasonable efforts to arrange for the Lenders or other
Eligible Institutions to provide such additional commitments; PROVIDED that the
Administrative Agent will first offer each of the Lenders that then has a
Percentage of the Commitment or Loans of the type proposed to be obtained a pro
rata portion of any such additional commitment. Nothing contained in this
SECTION 2.1.6 or otherwise in this Agreement is intended to commit any Lender or
any Agent to provide any portion of any such additional commitments. If and to
the extent that any Lenders and/or other lenders agree, in their sole
discretion, to provide any such additional commitments, (i) in the case of
Designated Additional Revolving Loan Commitments, the Revolving Loan Commitment
Amount shall be increased by the amount of the additional Revolving Loan
Commitments agreed to be so provided, (ii) subject to compliance with the terms
of SECTION 5.2 and such other terms and conditions mutually agreed to among WWI,
the Agents and the Lenders providing any such other commitments, Loans of the
type requested by WWI will be made on the date as agreed among such Persons,
(iii) the Percentages of the respective Lenders in respect of the applicable
Commitment or type of Loan shall be proportionally adjusted (provided that the
Percentage of each Lender shall not be increased without the consent of such
Lender), (iv) in the


                                      -43-
<Page>

case of Designated Additional Revolving Loan Commitment at such time and in such
manner as WWI and the Administrative Agent shall agree (it being understood that
WWI and the Agents will use commercially reasonable efforts to avoid the
prepayment or assignment of any LIBO Rate Loan on a day other than the last day
of the Interest Period applicable thereto), the Lenders shall assign and assume
outstanding Revolving Loans and participations in outstanding Letters of Credit
so as to cause the amounts of such Revolving Loans and participations in Letters
of Credit held by each Lender to conform to the respective Percentages of the
Revolving Loan Commitment of the Lenders and (v) WWI shall execute and deliver
any additional Notes or other amendments or modifications to this Agreement or
any other Loan Document as the Administrative Agent may reasonably request. Any
fees payable in respect of any commitment provided for in this SECTION 2.1.6
shall be as agreed to by WWI and the Administrative Agent. Any designation of a
commitment hereunder (i) shall be irrevocable, (ii) shall reduce the amount of
commitments that may be requested under the SECTION 2.1.6 PRO TANTO and (iii)
shall be in a minimum principal amount of $5,000,000 and integral multiples of
$1,000,000.

         SECTION 2.2. REDUCTION OF THE COMMITMENT AMOUNTS. The Commitment
Amounts are subject to reductions from time to time pursuant to this SECTION
2.2.

         SECTION 2.2.1. OPTIONAL. WWI may, from time to time on any Business Day
occurring after the time of the initial Credit Extension hereunder, voluntarily
reduce the Swing Line Loan Commitment Amount, the Letter of Credit Commitment
Amount or the Revolving Loan Commitment Amount; PROVIDED, HOWEVER, that all such
reductions shall require at least three Business Days' prior notice to the
Administrative Agent and be permanent, and any partial reduction of any
Commitment Amount shall be in a minimum amount of $1,000,000 and in an integral
multiple of $100,000. Any reduction of the Revolving Loan Commitment Amount
which reduces the Revolving Loan Commitment Amount below the sum of (i) the
Swing Line Loan Commitment Amount and (ii) the Letter of Credit Commitment
Amount shall result in an automatic and corresponding reduction of the Swing
Line Loan Commitment Amount and/or Letter of Credit Commitment Amount (as
directed by WWI in a notice to the Administrative Agent delivered together with
the notice of such voluntary reduction in the Revolving Loan Commitment Amount)
to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as
so reduced, without any further action on the part of the Swing Line Lender or
the Issuer.

         SECTION 2.2.2. MANDATORY. Following the prepayment in full of the Term
Loans and the TLCs, the Revolving Loan Commitment Amount shall, without any
further action, automatically and permanently be reduced on the date the Term
Loans and the TLCs would otherwise have been required to be prepaid with any Net
Disposition Proceeds, Net Equity Proceeds, or Excess Cash Flow, in an amount
equal to the amount by which the Term Loans and the TLCs would otherwise be
required to be prepaid if Term Loans and the TLCs had been outstanding. Any
reduction of the Revolving Loan Commitment Amount which reduces the Revolving
Loan Commitment Amount below the sum of (i) the Swing Line Loan Commitment
Amount and (ii) the Letter of Credit Commitment Amount shall result in an
automatic and


                                      -44-
<Page>

corresponding reduction of the Swing Line Loan Commitment Amount and/or Letter
of Credit Commitment Amount (as directed by WWI in a notice to the
Administrative Agent) to an aggregate amount not in excess of the Revolving Loan
Commitment Amount, as so reduced, without any further action on the part of the
Swing Line Lender or the Issuer.

         SECTION 2.3. BORROWING PROCEDURES AND FUNDING MAINTENANCE. Loans shall
be made by the Lenders in accordance with this Section.

         SECTION 2.3.1. TERM LOANS AND REVOLVING LOANS. By delivering a
Borrowing Request to the Administrative Agent on or before 12:00 noon, New York
time, on a Business Day, WWI may from time to time irrevocably request, on not
less than one (in the case of Base Rate Loans) and three (in the case of LIBO
Rate Loans) nor more than (in each case) five Business Days' notice, that a
Borrowing be made, in the case of LIBO Rate Loans, in a minimum amount of
$2,000,000, and an integral multiple of $500,000, and in the case of Base Rate
Loans, in a minimum amount of $500,000 and an integral multiple thereof or, in
either case, in the unused amount of the applicable Commitment. On the terms and
subject to the conditions of this Agreement, each Borrowing shall be comprised
of the type of Loans, and shall be made on the Business Day, specified in such
Borrowing Request. On or before 11:00 a.m., New York time, on such Business Day
each Lender shall deposit with the Administrative Agent same day funds in an
amount equal to such Lender's Percentage of the requested Borrowing. Such
deposit will be made to an account which the Administrative Agent shall specify
from time to time by notice to the Lenders. To the extent funds are received
from the Lenders, the Administrative Agent shall make such funds available to
the applicable Borrower by wire transfer to the accounts such Borrower shall
have specified in its Borrowing Request. No Lender's obligation to make any Loan
shall be affected by any other Lender's failure to make any Loan.

         SECTION 2.3.2. SWING LINE LOANS.

                  (a) By telephonic notice, promptly followed (within three
         Business Days) by the delivery of a confirming Borrowing Request, to
         the Swing Line Lender on or before 11:00 a.m., New York time, on a
         Business Day, WWI may from time to time irrevocably request that Swing
         Line Loans be made by the Swing Line Lender in an aggregate minimum
         principal amount of $200,000 and an integral multiple of $100,000. Each
         request by WWI for a Swing Line Loan shall constitute a representation
         and warranty by WWI that on the date of such request and (if different)
         the date of the making of the Swing Line Loan, both immediately before
         and after giving effect to such Swing Line Loan and the application of
         the proceeds thereof, the statements made in SECTION 5.2.1 are true and
         correct. All Swing Line Loans shall be made as Base Rate Loans and
         shall not be entitled to be converted into LIBO Rate Loans. The
         proceeds of each Swing Line Loan shall be made available by the Swing
         Line Lender, by its close of business on the Business Day telephonic
         notice is received by it as provided in the preceding sentences, to WWI
         by wire transfer to the accounts WWI shall have specified in its notice
         therefor.


                                      -45-
<Page>

                  (b) If (i) any Swing Line Loan shall be outstanding for more
         than four full Business Days or (ii) after giving effect to any request
         for a Swing Line Loan or a Revolving Loan the aggregate principal
         amount of Revolving Loans and Swing Line Loans outstanding to the Swing
         Line Lender, together with the Swing Line Lender's Percentage of all
         Letter of Credit Outstandings, would exceed the Swing Line Lender's
         Percentage of the Revolving Loan Commitment Amount, the Swing Line
         Lender, at any time in its sole and absolute discretion may request
         each Lender that has a Revolving Loan Commitment, and each such Lender,
         including the Swing Line Lender hereby agrees, to make a Revolving Loan
         (which shall always be initially funded as a Base Rate Loan) in an
         amount equal to such Lender's Percentage of the amount of the Swing
         Line Loans ("REFUNDED SWING LINE LOANS") outstanding on the date such
         notice is given. On or before 11:00 a.m. (New York time) on the first
         Business Day following receipt by each Lender of a request to make
         Revolving Loans as provided in the preceding sentence, each such Lender
         (other than the Swing Line Lender) shall deposit in an account
         specified by the Administrative Agent to the Lenders from time to time
         the amount so requested in same day funds, whereupon such funds shall
         be immediately delivered to the Swing Line Lender (and not WWI) and
         applied to repay the Refunded Swing Line Loans. On the day such
         Revolving Loans are made, the Swing Line Lender's Percentage of the
         Refunded Swing Line Loans shall be deemed to be paid. Upon the making
         of any Revolving Loan pursuant to this clause, the amount so funded
         shall become due under such Lender's Revolving Note and shall no longer
         be owed under the Swing Line Note. Each Lender's obligation to make the
         Revolving Loans referred to in this clause shall be absolute and
         unconditional and shall not be affected by any circumstance, including,
         without limitation, (i) any setoff, counterclaim, recoupment, defense
         or other right which such Lender may have against the Swing Line
         Lender, WWI or any other Person for any reason whatsoever; (ii) the
         occurrence or continuance of any Default; (iii) any adverse change in
         the condition (financial or otherwise) of WWI or any other Obligor,
         subsequent to the date of the making of a Swing Line Loan; (iv) the
         acceleration or maturity of any Loans or the termination of the
         Revolving Loan Commitment after the making of any Swing Line Loan; (v)
         any breach of this Agreement by WWI, any other Obligor or any other
         Lender; or (vi) any other circumstance, happening or event whatsoever,
         whether or not similar to any of the foregoing.

                  (c) In the event that (i) WWI or any Subsidiary is subject to
         any bankruptcy or insolvency proceedings as provided in SECTION 9.1.9
         or (ii) the Swing Line Lender otherwise requests, each Lender with a
         Revolving Loan Commitment shall acquire without recourse or warranty an
         undivided participation interest equal to such Lender's Percentage of
         any Swing Line Loan otherwise required to be repaid by such Lender
         pursuant to the preceding clause by paying to the Swing Line Lender on
         the date on which such Lender would otherwise have been required to
         make a Revolving Loan in respect of such Swing Line Loan pursuant to
         the preceding clause, in same day funds, an amount equal to such
         Lender's Percentage of such Swing Line Loan, and no Revolving Loans
         shall be made by such Lender pursuant to the preceding clause. From and
         after the date


                                      -46-
<Page>

         on which any Lender purchases an undivided participation interest in a
         Swing Line Loan pursuant to this clause, the Swing Line Lender shall
         distribute to such Lender (appropriately adjusted, in the case of
         interest payments, to reflect the period of time during which such
         Lender's participation interest is outstanding and funded) its ratable
         amount of all payments of principal and interest in respect of such
         Swing Line Loan in like funds as received; PROVIDED, HOWEVER, that in
         the event such payment received by the Swing Line Lender is required to
         be returned to WWI, such Lender shall return to the Swing Line Lender
         the portion of any amounts which such Lender had received from the
         Swing Line Lender in like funds.

                  (d) Notwithstanding anything herein to the contrary, the Swing
         Line Lender shall not be obligated to make any Swing Line Loans if it
         has elected after the occurrence of a Default not to make Swing Line
         Loans and has notified WWI in writing or by telephone of such election.
         The Swing Line Lender shall promptly give notice to the Lenders of such
         election not to make Swing Line Loans.

         SECTION 2.4. CONTINUATION AND CONVERSION ELECTIONS. By delivering a
Continuation/ Conversion Notice to the Administrative Agent on or before 12:00
noon, New York time, on a Business Day, WWI may from time to time irrevocably
elect, on not less than one (in the case of a conversion of LIBO Rate Loans to
Base Rate Loans) and three (in the case of a continuation of LIBO Rate Loans or
a conversion of Base Rate Loans into LIBO Rate Loans) nor more than (in each
case) five Business Days' notice that all, or any portion in an aggregate
minimum amount of $2,000,000 and an integral multiple of $500,000, in the case
of the continuation of, or conversion into, LIBO Rate Loans, or an aggregate
minimum amount of $500,000 and an integral multiple thereof, in the case of the
conversion into Base Rate Loans (other than Swing Line Loans as provided in
CLAUSE (A) of SECTION 2.3.2) be, in the case of Base Rate Loans, converted into
LIBO Rate Loans or, in the case of LIBO Rate Loans, be converted into a Base
Rate Loan or continued as a LIBO Rate Loan (in the absence of delivery of a
Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three
Business Days before the last day of the then current Interest Period with
respect thereto, such LIBO Rate Loan shall, on such last day, automatically
convert to a Base Rate Loan); PROVIDED, HOWEVER, that (x) each such conversion
or continuation shall be pro rated among the applicable outstanding Loans of the
relevant Lenders, and (y) no portion of the outstanding principal amount of any
Loans may be continued as, or be converted into, LIBO Rate Loans when any
Default has occurred and is continuing.

         SECTION 2.5. FUNDING. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or Affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan, so long as such
action does not result in increased costs to WWI; PROVIDED, HOWEVER, that such
LIBO Rate Loan shall nonetheless be deemed to have been made and to be held by
such Lender, and the obligation of WWI to repay such LIBO Rate Loan shall
nevertheless be to such Lender for the account of such foreign branch, Affiliate
or international banking facility; and PROVIDED FURTHER, HOWEVER, that such
Lender shall cause such foreign


                                      -47-
<Page>

branch, Affiliate or international banking facility to comply with the
applicable provisions of CLAUSE (B) of SECTION 4.6 with respect to such LIBO
Rate Loan. In addition, WWI hereby consents and agrees that, for purposes of any
determination to be made for purposes of SECTIONS 4.1, 4.2, 4.3 or 4.4, it shall
be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing U.S. Dollar deposits in its LIBOR Office's interbank eurodollar
market.

         SECTION 2.6. ISSUANCE PROCEDURES. By delivering to the Administrative
Agent an Issuance Request on or before 12:00 noon, New York time, on a Business
Day, WWI may, from time to time irrevocably request, on not less than three nor
more than ten Business Days' notice (or such shorter notice as may be acceptable
to the Issuer), in the case of an initial issuance of a Letter of Credit, and
not less than three nor more than ten Business Days' notice (unless a shorter
notice period is acceptable to the Issuer) prior to the then existing Stated
Expiry Date of a Letter of Credit, in the case of a request for the extension of
the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend
the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit
for WWI's account or for the account of any wholly-owned U.S. Subsidiary of WWI
that is a party to the Subsidiary Guaranty and the WWI Security Agreement and
whose outstanding Capital Securities is pledged to the Administrative Agent for
the benefit of the Lenders pursuant to the WWI Pledge Agreement, in such form as
may be requested by WWI and approved by the Issuer, solely for the purposes
described in SECTION 7.1.9. Notwithstanding anything to the contrary contained
herein or in any separate application for any Letter of Credit, WWI hereby
acknowledges and agrees that it shall be obligated to reimburse the Issuer upon
each Disbursement of a Letter of Credit, and it shall be deemed to be the
obligor for purposes of each such Letter of Credit issued hereunder (whether the
account party on such Letter of Credit is WWI or a Subsidiary of WWI). Upon
receipt of an Issuance Request, the Administrative Agent shall promptly notify
the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be
stated to expire on a date (its "STATED EXPIRY DATE") no later than the earlier
to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year
from the date of its issuance. The Issuer will make available to the beneficiary
thereof the original of each Letter of Credit which it issues hereunder.

         SECTION 2.6.1. OTHER LENDERS' PARTICIPATION. Upon the issuance of each
Letter of Credit issued by the Issuer pursuant hereto (or the continuation of an
Existing Letter of Credit hereunder), and without further action, each Lender
(other than the Issuer) that has a Revolving Loan Commitment shall be deemed to
have irrevocably purchased from the Issuer, to the extent of its Percentage to
make Revolving Loans, and the Issuer shall be deemed to have irrevocably granted
and sold to such Lender a participation interest in such Letter of Credit
(including the Contingent Liability and any Reimbursement Obligation and all
rights with respect thereto), and such Lender shall, to the extent of its
Revolving Loan Commitment Percentage, be responsible for reimbursing promptly
(and in any event within one Business Day) the Issuer for Reimbursement
Obligations which have not been reimbursed by WWI in accordance with SECTION
2.6.3. In addition, such Lender shall, to the extent of its Percentage to make
Revolving Loans, be entitled to receive a ratable portion of the Letter of
Credit fees payable pursuant to


                                      -48-
<Page>

SECTION 3.3.3 with respect to each Letter of Credit and of interest payable
pursuant to SECTION 3.2 with respect to any Reimbursement Obligation. To the
extent that any Lender has reimbursed the Issuer for a Disbursement as required
by this Section, such Lender shall be entitled to receive its ratable portion of
any amounts subsequently received (from WWI or otherwise) in respect of such
Disbursement.

         SECTION 2.6.2. DISBURSEMENTS; CONVERSION TO REVOLVING LOANS. The Issuer
will notify WWI and the Administrative Agent promptly of the presentment for
payment of any Letter of Credit issued by the Issuer, together with notice of
the date (the "DISBURSEMENT DATE") such payment shall be made (each such
payment, a "DISBURSEMENT"). Subject to the terms and provisions of such Letter
of Credit and this Agreement, the Issuer shall make such payment to the
beneficiary (or its designee) of such Letter of Credit. Prior to 12:00 noon, New
York time, on the first Business Day following the Disbursement Date (the
"DISBURSEMENT DUE DATE"), WWI will reimburse the Administrative Agent, for the
account of the Issuer, for all amounts which the Issuer has disbursed under such
Letter of Credit, together with interest thereon at the rate per annum otherwise
applicable to Revolving Loans (made as Base Rate Loans) from and including the
Disbursement Date to but excluding the Disbursement Due Date and, thereafter
(unless such Disbursement is converted into a Base Rate Loan on the Disbursement
Due Date), at a rate per annum equal to the rate per annum then in effect with
respect to overdue Revolving Loans (made as Base Rate Loans) pursuant to SECTION
3.2.2 for the period from the Disbursement Due Date through the date of such
reimbursement; PROVIDED, HOWEVER, that, if no Default shall have then occurred
and be continuing, unless WWI has notified the Administrative Agent no later
than one Business Day prior to the Disbursement Due Date that it will reimburse
the Issuer for the applicable Disbursement, then the amount of the Disbursement
shall be deemed to be a Revolving Loan constituting a Base Rate Loan and
following the giving of notice thereof by the Administrative Agent to the
Lenders, each Lender with a commitment to make Revolving Loans (other than the
Issuer) will deliver to the Issuer on the Disbursement Due Date immediately
available funds in an amount equal to such Lender's Percentage of such Revolving
Loan. Each conversion of Disbursement amounts into Revolving Loans shall
constitute a representation and warranty by WWI that on the date of the making
of such Revolving Loan all of the statements set forth in SECTION 5.2.1 are true
and correct.

         SECTION 2.6.3. REIMBURSEMENT. The obligation (a "REIMBURSEMENT
OBLIGATION") of WWI under SECTION 2.6.2 to reimburse the Issuer with respect to
each Disbursement (including interest thereon) not converted into a Base Rate
Loan pursuant to SECTION 2.6.2, and, upon the failure of WWI to reimburse the
Issuer and the giving of notice thereof by the Administrative Agent to the
Lenders, each Lender's (to the extent it has a Revolving Loan Commitment)
obligation under SECTION 2.6.1 to reimburse the Issuer or fund its Percentage of
any Disbursement converted into a Base Rate Loan, shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which WWI or such Lender, as the case may be,
may have or have had against the Issuer or any such Lender, including any
defense based upon the failure of any Disbursement to conform to the terms of
the applicable Letter of Credit (if, in the Issuer's good faith opinion, such
Disbursement is


                                      -49-
<Page>

determined to be appropriate) or any non-application or misapplication by the
beneficiary of the proceeds of such Letter of Credit; PROVIDED, HOWEVER, that
after paying in full its Reimbursement Obligation hereunder, nothing herein
shall adversely affect the right of WWI or such Lender, as the case may be, to
commence any proceeding against the Issuer for any wrongful Disbursement made by
the Issuer under a Letter of Credit as a result of acts or omissions
constituting gross negligence or willful misconduct on the part of the Issuer.

         SECTION 2.6.4. DEEMED DISBURSEMENTS. Upon the occurrence and during the
continuation of any Event of Default of the type described in SECTION 9.1.9 or,
with notice from the Administrative Agent acting at the direction of the
Required Lenders, upon the occurrence and during the continuation of any other
Event of Default,

                  (a) an amount equal to that portion of all Letter of Credit
         Outstandings attributable to the then aggregate amount which is undrawn
         and available under all Letters of Credit issued and outstanding shall,
         without demand upon or notice to WWI or any other Person, be deemed to
         have been paid or disbursed by the Issuer under such Letters of Credit
         (notwithstanding that such amount may not in fact have been so paid or
         disbursed); and

                  (b) upon notification by the Administrative Agent to WWI of
         its obligations under this Section, WWI shall be immediately obligated
         to reimburse the Issuer for the amount deemed to have been so paid or
         disbursed by the Issuer.

Any amounts so payable by WWI pursuant to this Section shall be deposited in
cash with the Administrative Agent and held as collateral security for the
Obligations in connection with the Letters of Credit issued by the Issuer. At
such time when the Events of Default giving rise to the deemed disbursements
hereunder shall have been cured or waived, the Administrative Agent shall return
to WWI all amounts then on deposit with the Administrative Agent pursuant to
this Section, together with accrued interest at the Federal Funds Rate, which
have not been applied to the satisfaction of such Obligations.

         SECTION 2.6.5. NATURE OF REIMBURSEMENT OBLIGATIONS. WWI and, to the
extent set forth in SECTION 2.6.1, each Lender with a Revolving Loan Commitment,
shall assume all risks of the acts, omissions or misuse of any Letter of Credit
by the beneficiary thereof. The Issuer (except to the extent of its own gross
negligence or willful misconduct) shall not be responsible for:

                  (a) the form, validity, sufficiency, accuracy, genuineness or
         legal effect of any Letter of Credit or any document submitted by any
         party in connection with the application for and issuance of a Letter
         of Credit, even if it should in fact prove to be in any or all respects
         invalid, insufficient, inaccurate, fraudulent or forged;


                                      -50-
<Page>

                  (b) the form, validity, sufficiency, accuracy, genuineness or
         legal effect of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or the proceeds thereof in whole or in part, which may prove
         to be invalid or ineffective for any reason;

                  (c) failure of the beneficiary to comply fully with conditions
         required in order to demand payment under a Letter of Credit;

                  (d) errors, omissions, interruptions or delays in transmission
         or delivery of any messages, by mail, cable, telegraph, telex or
         otherwise; or

                  (e) any loss or delay in the transmission or otherwise of any
         document or draft required in order to make a Disbursement under a
         Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to the Issuer or any Lender with a Revolving Loan
Commitment hereunder. In furtherance and extension and not in limitation or
derogation of any of the foregoing, any action taken or omitted to be taken by
the Issuer in good faith (and not constituting gross negligence or willful
misconduct) shall be binding upon WWI, each Obligor and each such Lender, and
shall not put the Issuer under any resulting liability to WWI, any Obligor or
any such Lender, as the case may be.

         SECTION 2.7. NOTES. Each Lender's Loans under a Commitment for a Loan
shall be evidenced, if such Lender shall request, by a Note payable to the order
of such Lender in a maximum principal amount equal to such Lender's Percentage
of the original applicable Commitment Amount. All Swing Line Loans made by the
Swing Line Lender shall be evidenced by a Swing Line Note payable to the order
of the Swing Line Lender in a maximum principal amount equal to the Swing Line
Loan Commitment Amount. WWI hereby irrevocably authorizes each Lender to make
(or cause to be made) appropriate notations on the grid attached to such
Lender's Notes (or on any continuation of such grid), which notations, if made,
shall evidence, INTER ALIA, the date of, the outstanding principal of, and the
interest rate and Interest Period applicable to the Loans evidenced thereby.
Such notations shall be conclusive and binding on WWI absent manifest error;
PROVIDED, HOWEVER, that the failure of any Lender to make any such notations
shall not limit or otherwise affect any Obligations of WWI or any other Obligor.

         SECTION 2.8. REGISTERED NOTES. (a) Any Non-U.S. Lender that could
become completely exempt from withholding of any taxes in respect of payment of
any interest due to such Non-U.S. Lender under this Agreement if the Notes held
by such Lender were in registered form for U.S. Federal income tax purposes may
request WWI (through the Administrative Agent), and WWI agrees (i) to exchange
for any Notes held by such Lender, or (ii) to issue to such Lender on the date
it becomes a Lender, promissory notes(s) registered as provided in


                                      -51-
<Page>

CLAUSE (B) of this SECTION 2.8 (each a Registered Note). Registered Notes may
not be exchanged for Notes that are not Registered Notes.

                  (b) The Administrative Agent shall enter, in the Register, the
         name of the registered owner of the Non-U.S. Lender Obligation(s)
         evidenced by a Registered Note.

                  (c) The Register shall be available for inspection by WWI and
         any Lender at any reasonable time upon reasonable prior notice.

         SECTION 2.9. TLC FACILITY. Each TLC Lender has purchased, on September
29, 1999, TLCs from the SP1 Borrower (with the commitment of each such TLC
Lender to purchase TLCs being, its "TLC COMMITMENT") equal to such TLC Lender's
Percentage of the TLC Commitment Amount. No amounts paid or prepaid with respect
to TLCs may be reborrowed.

                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

         SECTION 3.1. REPAYMENTS AND PREPAYMENTS; APPLICATION.

         SECTION 3.1.1. REPAYMENTS AND PREPAYMENTS. The SP1 Borrower and WWI
shall repay in full the unpaid principal amount of each Loan and TLC, as
applicable, upon the Stated Maturity Date therefor. Prior thereto,

                  (a) any Borrower may, from time to time on any Business Day,
         make a voluntary prepayment, in whole or in part, of the outstanding
         principal amount of any

                           (i) Loan (other than Swing Line Loans) or TLC,
                  PROVIDED, HOWEVER, that

                                    (A) any such prepayment of the Term A Loans
                           or Term B Loans or Designated New Term Loans or Term
                           D Loans or TLCs shall be made PRO RATA among such
                           Term A Loans or Term B Loans or Designated New Term
                           Loans or Term D Loans or TLCs of the same type and if
                           applicable, having the same Interest Period as all
                           Lenders that have made such Term A Loans or Term B
                           Loans or Designated New Term Loans or Term D Loans or
                           TLCs, and any such prepayment of Revolving Loans
                           shall be made PRO RATA among the Revolving Loans of
                           the same type and, if applicable, having the same
                           Interest Period as all Lenders that have made such
                           Revolving Loans;


                                      -52-
<Page>

                                    (B) the Borrowers shall comply with SECTION
                           4.4 in the event that any LIBO Rate Loan is prepaid
                           on any day other than the last day of the Interest
                           Period for such Loan;

                                    (C) all such voluntary prepayments shall
                           require at least three but no more than five Business
                           Days' prior written notice to the Administrative
                           Agent; and

                                    (D) all such voluntary partial prepayments
                           shall be, in the case of LIBO Rate Loans or TLCs
                           bearing interest with reference to the LIBO Rate, in
                           an aggregate minimum amount of $2,000,000 and an
                           integral multiple of $500,000 and, in the case of
                           Base Rate Loans or TLCs bearing interest with
                           reference to the Base Rate, in an aggregate minimum
                           amount of $500,000 and an integral multiple thereof;
                           or

                           (ii) Swing Line Loans, PROVIDED that all such
                  voluntary prepayments shall require prior telephonic notice to
                  the Swing Line Lender on or before 1:00 p.m., New York time,
                  on the day of such prepayment (such notice to be confirmed in
                  writing within 24 hours thereafter);

PROVIDED, that in the event such prepayment of Term B Loans or TLCs occurs (x)
after September 29, 1999 and on any day prior to September 29, 2000 thereof, WWI
shall pay to the Administrative Agent for the account of all Term B Lenders or
TLC Lenders, as the case may be, a fee in the amount of 2% of such prepayment
and (y) on and after September 29, 2000 and on or prior to September 29, 2001,
WWI shall pay the Administrative Agent for the account of all Term B Lenders or
TLC Lenders, as the case may be, a fee in the amount of 1% of such prepayment;

                  (b) the SP1 Borrower and WWI, as the case may be, shall no
         later than one Business Day following the receipt by WWI or any of its
         Subsidiaries of any Net Disposition Proceeds, deliver to the
         Administrative Agent a calculation of the amount of such Net
         Disposition Proceeds and, subject to the following PROVISO, make a
         mandatory prepayment of the Term Loans and TLCs in an amount equal to
         100% of such Net Disposition Proceeds, to be applied as set forth in
         SECTION 3.1.2; PROVIDED, HOWEVER, that, at the option of WWI and so
         long as no Default shall have occurred and be continuing, WWI may use
         or cause the appropriate Subsidiary to use the Net Disposition Proceeds
         to purchase assets useful in the business of WWI and its Subsidiaries
         or to purchase a majority controlling interest in a Person owning such
         assets or to increase any such controlling interest already maintained
         by it; PROVIDED, THAT if such Net Disposition Proceeds arise from or
         are related to a Disposition of assets of a Guarantor then any such
         reinvestment must either be made by or in a Guarantor or a Person which
         upon the making of such reinvestment becomes a Guarantor (with such
         assets or interests collectively referred to as "QUALIFIED ASSETS")
         within 365 days after the consummation


                                      -53-
<Page>

         (and with the Net Disposition Proceeds) of such sale, conveyance or
         disposition, and in the event WWI elects to exercise its right to
         purchase Qualified Assets with the Net Disposition Proceeds pursuant to
         this clause, WWI shall deliver a certificate of an Authorized Officer
         of WWI to the Administrative Agent within 30 days following the receipt
         of Net Disposition Proceeds setting forth the amount of the Net
         Disposition Proceeds which WWI expects to use to purchase Qualified
         Assets during such 365 day period; PROVIDED FURTHER, that WWI and its
         Subsidiaries shall only be permitted to reinvest Net Disposition
         Proceeds in Qualified Assets to the extent permitted by SECTION 7.2.5
         over the term of this Agreement. If and to the extent that WWI has
         elected to reinvest Net Disposition Proceeds as permitted above, then
         on the date which is 365 days (in the case of CLAUSE (B)(I) below) and
         370 days (in the case of CLAUSE (B)(II) below) after the relevant sale,
         conveyance or disposition, WWI shall (i) deliver a certificate of an
         Authorized Officer of WWI to the Administrative Agent certifying as to
         the amount and use of such Net Disposition Proceeds actually used to
         purchase Qualified Assets and (ii) deliver to the Administrative Agent,
         for application in accordance with this clause and SECTION 3.1.2, an
         amount equal to the remaining unused Net Disposition Proceeds;

                  (c) the SP1 Borrower and WWI, as applicable, shall, no later
         than 5 Business Days following the delivery of WWI's annual audited
         financial reports required pursuant to CLAUSE (B) of SECTION 7.1.1
         (beginning with the financial reports delivered in respect of the 2001
         Fiscal Year), deliver to the Administrative Agent a calculation of the
         Excess Cash Flow for (i) the 2001 Fiscal Year the 20-month period ended
         December 31, 2001 and (ii) thereafter for such Fiscal Year and no later
         than 5 Business Days following the delivery of such calculation, make a
         mandatory prepayment of the Term Loans and TLCs in an aggregate amount
         equal to 50% of the Excess Cash Flow (if any) for such period, to be
         applied as set forth in SECTION 3.1.2;

                  (d) the SP1 Borrower and WWI, as applicable, concurrently with
         WWI's receipt of any Net Equity Proceeds, deliver to the Administrative
         Agent a calculation of the amount of such Net Equity Proceeds, and no
         later than 5 Business Days following the delivery of such calculation,
         make a mandatory prepayment of the Term Loans and TLCs in an aggregate
         amount equal to 50% of such Net Equity Proceeds, to be applied as set
         forth in SECTION 3.1.2; PROVIDED, that all such Net Equity Proceeds
         shall be deposited in a cash collateral account with the Administrative
         Agent upon receipt pending application to the Loans pursuant to this
         clause;

                  (e) WWI shall, on each date when any reduction in the
         Revolving Loan Commitment Amount shall become effective, including
         pursuant to SECTION 2.2 or SECTION 3.1.2, make a mandatory prepayment
         of Revolving Loans and (if necessary) Swing Line Loans, and (if
         necessary) deposit with the Administrative Agent cash collateral for
         Letter of Credit Outstandings) in an aggregate amount equal to the
         excess, if any, of the aggregate outstanding principal amount of all
         Revolving Loans, Swing Line


                                      -54-
<Page>

         Loans and Letters of Credit Outstanding over the Revolving Loan
         Commitment Amount as so reduced;

                  (f) WWI shall, on the Stated Maturity Date and on each
         Quarterly Payment Date occurring on or during any period set forth
         below, make a scheduled repayment of the aggregate outstanding
         principal amount, if any, of all Term A Loans in an amount equal to the
         amount set forth below opposite the Stated Maturity Date or such
         Quarterly Payment Date (as such amounts may have otherwise been reduced
         pursuant to this Agreement), as applicable:

                  03/31/00 through (and including)
                           09/30/04                         $3,750,000

                  10/01/04 through (and including)
                           06/30/05                         $5,312,500

                  07/01/05 through (and including)
                           Stated Maturity Date             $5,312,500, or the
                                                            then outstanding
                                                            principal amount of
                                                            all Term A Loans, if
                                                            different;

         PROVIDED, THAT each remaining amortization amount of Term A Loans
occurring after the date of the making of a Designated Additional Term A Loan
will be increased pro rata by the aggregate principal amount of any Designated
Additional Term A Loan.

                  (g) WWI shall, on the Stated Maturity Date and on each
         Quarterly Payment Date occurring on or during any period set forth
         below, make a scheduled repayment of the aggregate outstanding
         principal amount, if any, of all Term B Loans in an amount equal to the
         amount set forth below opposite the Stated Maturity Date or such
         Quarterly Payment Date (as such amounts may have otherwise been reduced
         pursuant to this Agreement), as applicable:

                  03/31/00 through (and including)
                           09/30/05                         $187,500

                  10/01/05 through (and including)
                           06/30/06                         $17,671,875


                                      -55-
<Page>

                  07/01/06 through (and including)
                           Stated Maturity Date             $17,671,875, or the
                                                            then outstanding
                                                            principal amount of
                                                            all Term B Loans, if
                                                            different;

         PROVIDED, THAT each remaining amortization amount of Term B Loans
occurring after the date of the making of a Designated Additional Term B Loan
will be increased pro rata by the aggregate principal amount of any Designated
Additional Term B Loan.

                  (h) WWI shall, on the Stated Maturity Date and on each
         Quarterly Payment Date occurring on or during any period set forth
         below, make a scheduled repayment of the aggregate outstanding
         principal amount, if any, of all Term D Loans in an amount equal to the
         amount set forth below opposite the Stated Maturity Date or such
         Quarterly Payment Date (as such amounts may have otherwise been reduced
         pursuant to this Agreement), as applicable:

                  03/31/01 through (and including)
                           09/30/05                         $50,000

                  10/01/05 through (and including)
                           Stated Maturity Date             $6,350,000, or the
                                                            then outstanding
                                                            principal amount of
                                                            all Term D Loans, if
                                                            different;

         PROVIDED, THAT each remaining amortization amount of Term D Loans
occurring after the date of the making of a Designated Additional Term D Loan
will be increased pro rata by the aggregate principal amount of any Designated
Additional Term D Loan.

                  (i) the SP1 Borrower shall, on the Stated Maturity Date and on
         each Quarterly Payment Date occurring on or during any period set forth
         below, make a scheduled repayment of the aggregate outstanding
         principal amount, if any, of all TLCs in an amount equal to the amount
         set forth below opposite the Stated Maturity Date or such Quarterly
         Payment Date, as applicable (as such amounts may have otherwise been
         reduced pursuant to this Agreement):


                                      -56-
<Page>

                  03/31/00 through (and including)
                           09/30/05                         $217,500

                  10/01/05 through (and including)
                           06/30/06                         $20,499,375

                  07/01/06 through (and including)
                           Stated Maturity Date             $20,499,375, or the
                                                            then outstanding
                                                            principal amount of
                                                            all TLCs, if
                                                            different;

                  (j) the SP1 Borrower and WWI, as the case may be, shall,
         immediately upon any acceleration of the Stated Maturity Date of any
         Loans or Obligations pursuant to SECTION 9.2 or SECTION 9.3, repay all
         Loans and TLCs and provide the Administrative Agent with cash
         collateral in an amount equal to the Letter of Credit Outstandings,
         unless, pursuant to SECTION 9.3, only a portion of all Loans and TLCs
         and Obligations are so accelerated (in which case the portion so
         accelerated shall be so prepaid or cash collateralized with the
         Administrative Agent);

                  (k) the SP1 Borrower shall, immediately upon receipt of
         proceeds in connection with the repayment of any intercompany loan
         payable to the SP1 Borrower, make a mandatory prepayment of the TLCs,
         to be applied as set forth in SECTION 3.1.2, in an amount equal to the
         sum of such proceeds, other than (x) scheduled amortization payments
         thereof and (y) any other payment to the SP1 Borrower which would
         otherwise result in a mandatory prepayment under this SECTION 3.1.1;
         and

                  (l) WWI shall pay the principal amount of the Designated New
         Term Loans at such times and in such amounts as determined pursuant to
         SECTION 2.1.6;

provided that in the event such prepayment under CLAUSE (B) or (D) of this
Section occurs (x) after September 29, 1999 and on any day prior to September
29, 2000, WWI shall pay to the Administrative Agent for the account of all Term
B Lenders or TLC Lenders, as the case may be, a fee in the amount of 2% of such
prepayment and (y) on and after September 29, 2000 and on or prior to September
29, 2001, WWI shall pay the Administrative Agent for the account of all Term B
Lenders or TLC Lenders, as the case may be, a fee in the amount of 1% of such
prepayment.

         Each prepayment of any Loans or TLCs made pursuant to this Section
shall be without premium or penalty, except as may be required by SECTION 4.4.
No prepayment of principal of any Revolving Loans or Swing Line Loans pursuant
to CLAUSES (A) of SECTION 3.1.1 shall cause a reduction in the Revolving Loan
Commitment Amount or the Swing Line Loan Commitment Amount, as the case may be.


                                      -57-
<Page>

         SECTION 3.1.2. APPLICATION.

                  (a) Subject to CLAUSE (B), each prepayment or repayment of the
         principal of the Loans or TLCs shall be applied, to the extent of such
         prepayment or repayment, FIRST, to the principal amount thereof being
         maintained as Base Rate Loans or bearing interest with reference to the
         Base Rate, as the case may be, and SECOND, to the principal amount
         thereof being maintained as LIBO Rate Loans or bearing interest with
         reference to the LIBO Rate, as the case may be.

                  (b) Each voluntary prepayment of Term Loans or TLCs and each
         prepayment of Term Loans and TLCs made pursuant to CLAUSES (B), (C) and
         (D) of SECTION 3.1.1 shall be applied PRO RATA to a mandatory
         prepayment of the outstanding principal amount of all Term Loans and
         TLCs (with the amount of such prepayment of the Term Loans or TLCs
         being applied to the remaining Term Loan and TLC amortization payments,
         as the case may be, required pursuant to CLAUSES (F), (G), (H) and (I)
         of SECTION 3.1.1, in each case PRO RATA in accordance with the amount
         of each such remaining amortization payment), until all such Term Loans
         and TLCs have been paid in full; PROVIDED, HOWEVER, that in the case of
         each prepayment of Term Loans and TLCs required pursuant to CLAUSES
         (B), (C), and (D) of SECTION 3.1.1, any Lender that has Term B Loans,
         Term D Loans and TLCs outstanding (at a time when any Term A Loans
         remain outstanding) may, by delivering a notice to the Administrative
         Agent at least one Business Day prior to the date that such prepayment
         is to be made, elect not to have its PRO RATA share of Term B Loans,
         Term D Loans or TLCs, as the case may be, prepaid, and upon any such
         election the Administrative Agent shall (x) apply 50% of the amount
         that otherwise would have prepaid such Lender's Term B Loans, Term D
         Loans or TLCs, as the case may be, to a mandatory prepayment of the
         Term A Loans (until repaid in full), and then to a reduction in the
         Revolving Loan Commitment Amount and (y) permit the remaining 50% of
         such amount to be retained by the applicable Borrower.

         SECTION 3.2. INTEREST PROVISIONS. Interest on the outstanding principal
amount of Loans shall accrue and be payable in accordance with this SECTION 3.2.

         SECTION 3.2.1. RATES.

                  (a) Pursuant to an appropriately delivered Borrowing Request
         or Continuation/Conversion Notice, WWI may elect that Loans comprising
         a Borrowing accrue interest at a rate per annum:

                           (i) with respect to Revolving Loans and Term A Loans,


                                      -58-
<Page>

                                    (A) on that portion maintained from time to
                           time as a Base Rate Loan, equal to the sum of the
                           Alternate Base Rate from time to time in effect plus
                           the Applicable Margin; and

                                    (B) on that portion maintained as a LIBO
                           Rate Loan, during each Interest Period applicable
                           thereto, equal to the sum of the LIBO Rate (Reserve
                           Adjusted) for such Interest Period plus the
                           Applicable Margin; and

                           (ii) with respect to Term B Loans, Designated New
                  Term Loans and Term D Loans,

                                    (A) on that portion maintained from time to
                           time as a Base Rate Loan, equal to the sum of the
                           Alternate Base Rate from time to time in effect plus
                           the Applicable Margin for such Loans; and

                                    (B) on that portion maintained as a LIBO
                           Rate Loan, during each Interest Period applicable
                           thereto, equal to the sum of the LIBO Rate (Reserve
                           Adjusted) for such Interest Period plus the
                           Applicable Margin for such Loans; and

                           (iii) with respect to Swing Line Loans, equal to the
                  sum of the Alternate Base Rate from time to time in effect
                  plus the Applicable Margin.

All LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan.

         SECTION 3.2.2. POST-MATURITY RATES. After the date any principal amount
of any Loan shall have become due and payable (whether on the Stated Maturity
Date, upon acceleration or otherwise), or any other monetary Obligation (other
than overdue Reimbursement Obligations which shall bear interest as provided in
SECTION 2.6.2) of WWI shall have become due and payable, WWI shall pay, but only
to the extent permitted by law, interest (after as well as before judgment) on
such amounts at a rate per annum equal to:

                  (a) in the case of any overdue principal amount of Loans,
         overdue interest thereon, overdue commitment fees or other overdue
         amounts owing in respect of Loans or other obligations (or the related
         Commitments) under a particular Tranche, the rate that would otherwise
         be applicable to Base Rate Loans under such Tranche pursuant to SECTION
         3.2.1 plus 2%; and

                  (b) in the case of overdue monetary Obligations (other than as
         described in CLAUSE (A)), the Alternate Base Rate plus 4%.


                                      -59-
<Page>

         SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be
payable, without duplication:

                  (a) on the Stated Maturity Date therefor;

                  (b) on the date of any payment or prepayment, in whole or in
         part, of principal outstanding on such Loan;

                  (c) with respect to Base Rate Loans, in arrears on each
         Quarterly Payment Date occurring after the date of the initial
         Borrowing hereunder;

                  (d) with respect to LIBO Rate Loans, the last day of each
         applicable Interest Period (and, if such Interest Period shall exceed
         three months, on the third month anniversary of such Interest Period);

                  (e) with respect to any Base Rate Loans converted into LIBO
         Rate Loans on a day when interest would not otherwise have been payable
         pursuant to CLAUSE (C), on the date of such conversion; and

                  (f) on that portion of any Loans the Stated Maturity Date of
         which is accelerated pursuant to SECTION 9.2 or SECTION 9.3,
         immediately upon such acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations (other than TLCs) arising under this Agreement or any other Loan
Document after the date such amount is due and payable (whether on the Stated
Maturity Date, upon acceleration or otherwise) shall be payable upon demand.

         SECTION 3.3. FEES. The Borrowers agree to pay the fees set forth in
this SECTION 3.3. All such fees shall be non-refundable.

         SECTION 3.3.1. COMMITMENT FEE. WWI agrees to pay to the Administrative
Agent for the account of each Lender that has a Revolving Loan Commitment, for
the period (including any portion thereof when any of the Lender's Commitments
are suspended by reason of any Borrower's inability to satisfy any condition of
ARTICLE V) commencing on September 29, 1999 and continuing through the Revolving
Loan Commitment Termination Date, a commitment fee at the rate of .50% per annum
of the average daily unused portion of the Revolving Loan Commitment Amount.
Such commitment fees shall be payable by WWI in arrears on each Quarterly
Payment Date, and on the Revolving Loan Commitment Termination Date. The making
of Swing Line Loans by the Swing Line Lender shall constitute the usage of the
Revolving Loan Commitment with respect to the Swing Line Lender only and the
commitment fees to be paid by WWI to the Lenders (other than the Swing Line
Lender) shall be calculated and paid accordingly.


                                      -60-
<Page>

         SECTION 3.3.2. ADMINISTRATIVE AGENT'S FEE. Each of the Borrowers agrees
to pay to the Administrative Agent, for its own account, the non-refundable fees
in the amounts and on the dates set forth in the Fee Letter.

         SECTION 3.3.3. LETTER OF CREDIT FEE. WWI agrees to pay to the
Administrative Agent, for the PRO RATA account of the Issuer and each other
Lender that has a Revolving Loan Commitment, a Letter of Credit fee in an amount
equal to the Applicable Margin per annum for Revolving Loans that are maintained
as LIBO Rate Loans, multiplied by the aggregate Stated Amount of all outstanding
Letters of Credit, such fees being payable quarterly in arrears on each
Quarterly Payment Date. WWI further agrees to pay to the Issuer for its own
account an issuance fee in an amount as agreed to by WWI and the Issuer.

                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

         SECTION 4.1. LIBO RATE LENDING UNLAWFUL. If any Lender shall determine
(which determination shall, upon notice thereof to WWI and the Lenders, be
conclusive and binding on WWI) that the introduction of or any change in or in
the interpretation of any law makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Lender to make,
continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan,
the obligations of such Lender to make, continue, maintain or convert any Loans
as LIBO Rate Loans shall, upon such determination, forthwith be suspended until
such Lender shall notify the Administrative Agent that the circumstances causing
such suspension no longer exist (with the date of such notice being the
"REINSTATEMENT DATE"), and (i) all LIBO Rate Loans previously made by such
Lender shall automatically convert into Base Rate Loans at the end of the then
current Interest Periods with respect thereto or sooner, if required by such law
or assertion and (ii) all Loans thereafter made by such Lender and outstanding
prior to the Reinstatement Date shall be made as Base Rate Loans, with interest
thereon being payable on the same date that interest is payable with respect to
corresponding Borrowing of LIBO Rate Loans made by Lenders not so affected.

         SECTION 4.2. DEPOSITS UNAVAILABLE. If the Administrative Agent shall
have determined that

                  (a) U.S. Dollar deposits in the relevant amount and for the
         relevant Interest Period are not available to the Administrative Agent
         in its relevant market; or

                  (b) by reason of circumstances affecting the Administrative
         Agent's relevant market, adequate means do not exist for ascertaining
         the interest rate applicable hereunder to LIBO Rate Loans,


                                      -61-
<Page>

then, upon notice from the Administrative Agent to WWI and the Lenders, the
obligations of all Lenders under SECTION 2.3 and SECTION 2.4 to make or continue
any Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be
suspended until the Administrative Agent shall notify WWI and the Lenders that
the circumstances causing such suspension no longer exist.

         SECTION 4.3. INCREASED LIBO RATE LOAN COSTS, ETC. WWI agrees to
reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, LIBO Rate Loans (excluding any amounts, whether or not constituting
taxes, referred to in SECTION 4.6) arising after the date of any change in, or
the introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other Governmental Authority that results in such increase in cost or
reduction in amounts receivable, except for such changes with respect to
increased capital costs and taxes which are governed by SECTIONS 4.5 and 4.6,
respectively. Such Lender shall promptly notify the Administrative Agent and WWI
in writing of the occurrence of any such event, such notice to state, in
reasonable detail, the reasons therefor and the additional amount required fully
to compensate such Lender for such increased cost or reduced amount. Such
additional amounts shall be payable by WWI directly to such Lender within five
days of its receipt of such notice, and such notice shall, in the absence of
manifest error, be conclusive and binding on WWI.

         SECTION 4.4. FUNDING LOSSES. In the event any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such Lender
to make, continue or maintain any portion of the principal amount of any Loan
as, or to convert any portion of the principal amount of any Loan into, a LIBO
Rate Loan) as a result of

                  (a) any conversion or repayment or prepayment of the principal
         amount of any LIBO Rate Loans on a date other than the scheduled last
         day of the Interest Period applicable thereto, whether pursuant to
         SECTION 3.1 or otherwise;

                  (b) any Loans not being made as LIBO Rate Loans in accordance
         with the Borrowing Request therefor; or

                  (c) any Loans not being continued as, or converted into, LIBO
         Rate Loans in accordance with the Continuation/Conversion Notice
         therefor,

then, upon the written notice of such Lender to WWI (with a copy to the
Administrative Agent), WWI shall, within five days of its receipt thereof, pay
directly to such Lender such amount as will (in the reasonable determination of
such Lender) reimburse such Lender for such loss or


                                      -62-
<Page>

expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
WWI.

         SECTION 4.5. INCREASED CAPITAL COSTS. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other Governmental Authority affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling
such Lender, and such Lender determines (in its sole and absolute discretion)
that the rate of return on its or such controlling Person's capital as a
consequence of its Commitments, participation in Letters of Credit or the Loans
made or continued by such Lender is reduced to a level below that which such
Lender or such controlling Person could have achieved but for the occurrence of
any such circumstance, then, in any such case upon notice from time to time by
such Lender to WWI shall immediately pay directly to such Lender additional
amounts sufficient to compensate such Lender or such controlling Person for such
reduction in rate of return. A statement of such Lender as to any such
additional amount or amounts (including calculations thereof in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
WWI. In determining such amount, such Lender may use any method of averaging and
attribution that it (in its sole and absolute discretion) shall deem applicable.

         SECTION 4.6. TAXES. The Borrowers covenant and agree as follows with
respect to taxes:

                  (a) Unless required by law, any and all payments made by the
         Borrowers under this Agreement and each other Loan Document shall be
         made without setoff, counterclaim or other defense, and free and clear
         of, and without deduction or withholding for or on account of, any
         taxes. In the event that any taxes are required by law to be deducted
         or withheld from any payment required to be made by any Borrower to or
         on behalf of any Secured Party under any Loan Document, then:

                           (i) subject to CLAUSE (F) below, if such taxes are
                  Non-Excluded Taxes, the relevant Borrower shall together with
                  such payment pay an additional amount so that each Secured
                  Party receives free and clear of any Non-Excluded Taxes, the
                  full amount which it would have received if no such deduction
                  or withholding of such Non-Excluded Taxes had been required;
                  and

                           (ii) the relevant Borrower shall pay to the relevant
                  Governmental Authority imposing such taxes the full amount of
                  the deduction or withholding made by it.

                  (b) In addition, the Borrowers shall pay any and all Other
         Taxes imposed to the relevant Governmental Authority imposing such
         Other Taxes in accordance with applicable law.


                                      -63-
<Page>

                  (c) As promptly as practicable after the payment of any taxes
         or Other Taxes, and in any event within 45 days of any such payment
         being due, the applicable Borrower shall furnish to the Administrative
         Agent a copy of an official receipt (or a certified copy thereof),
         evidencing the payment of such taxes or Other Taxes. The Administrative
         Agent shall make copies thereof available to any Lender upon request
         therefor.

                  (d) Subject to CLAUSE (F) below, the Borrowers shall indemnify
         each Secured Party for any Non-Excluded Taxes and Other Taxes levied,
         imposed or assessed on (and whether or not paid directly by) such
         Secured Party that have not been paid previously by the Borrowers
         (whether or not such Non-Excluded Taxes or Other Taxes are correctly or
         legally asserted by the relevant Governmental Authority). Promptly upon
         having knowledge that any such Non-Excluded Taxes or Other Taxes have
         been levied, imposed or assessed, and promptly upon notice thereof by
         any Secured Party, the applicable Borrower shall pay such Non-Excluded
         Taxes or Other Taxes directly to the relevant Governmental Authority
         (PROVIDED, HOWEVER, that no Secured Party shall be under any obligation
         to provide any such notice to any Borrower). In addition, provided that
         the Borrowers have been notified promptly by a relevant Secured Party
         which has determined in its sole discretion that a Non-Excluded Tax or
         Other Tax has been levied, imposed or assessed against such Secured
         Party, each Borrower shall indemnify each Secured Party for any
         incremental taxes that may become payable by such Secured Party as a
         result of any failure of any Borrower to pay any taxes when due to the
         appropriate Governmental Authority or to deliver to the Administrative
         Agent, pursuant to CLAUSE (C) above, documentation evidencing the
         payment of taxes or Other Taxes. With respect to indemnification for
         Non-Excluded Taxes and Other Taxes actually paid by any Secured Party
         or the indemnification provided in the immediately preceding sentence,
         such indemnification shall be made within 30 days after the date such
         Secured Party makes written demand therefor. Each Borrower acknowledges
         that any payment made to any Secured Party or to any Governmental
         Authority in respect of the indemnification obligations of the
         Borrowers provided in this clause shall constitute a payment in respect
         of which the provisions of CLAUSE (A) above and this clause shall
         apply.

                  (e) Each Non-U.S. Lender, on or prior to the date on which
         such Non-U.S. Lender becomes a Lender hereunder (and from time to time
         thereafter upon the request of any Borrower or the Administrative
         Agent, but only for so long as such Non-U.S. Lender is legally entitled
         to do so), shall deliver to such Borrower and the Administrative Agent
         either

                           (i) (x) two duly completed copies of either (A)
                  Internal Revenue Service Form W-8BEN or (B) Internal Revenue
                  Service Form W-8EC1, or in either case an applicable successor
                  form, establishing, in either case, a complete exemption from
                  United States federal withholding taxes, and (y) for periods
                  prior to


                                      -64-
<Page>

                  January 1, 2001, a duly completed copy of Internal Revenue
                  Service Form W-8 or W-9 or applicable successor form; or

                           (ii) in the case of a Non-U.S. Lender that is not
                  legally entitled to deliver either form listed in CLAUSE
                  (E)(I)(X) above, (x) a certificate of a duly authorized
                  officer of such Non-U.S. Lender to the effect that such
                  Non-U.S. Lender is not (A) a "bank" within the meaning of
                  Section 881(c)(3)(A) of the Code, (B) a "10 percent
                  shareholder" of WWI within the meaning of Section 881(c)(3)(B)
                  of the Code, or (C) a controlled foreign corporation receiving
                  interest from a related person within the meaning of Section
                  881(c)(3)(C) of the Code (such certificate, an "EXEMPTION
                  CERTIFICATE") and (y) two duly completed copies of Internal
                  Revenue Service Form W-8 or applicable successor form.

                  (f) None of the Borrowers shall be obligated to gross up any
         payments to any Lender pursuant to CLAUSE (A) ABOVE, or to indemnify
         any Lender pursuant to CLAUSE (D) above, in respect of United States
         federal withholding taxes to the extent imposed as a result of (i) the
         failure of such Lender to deliver to the applicable Borrower the form
         or forms and/or an Exemption Certificate, as applicable to such Lender,
         pursuant to CLAUSE (E), (ii) such form or forms and/or Exemption
         Certificate not establishing a complete exemption from U.S. federal
         withholding tax or the information or certifications made therein by
         the Lender being untrue or inaccurate on the date delivered in any
         material respect, or (iii) the Lender designating a successor lending
         office at which it maintains its Loans which has the effect of causing
         such Lender to become obligated for tax payments in excess of those in
         effect immediately prior to such designation; PROVIDED, HOWEVER, that a
         Borrower shall be obligated to gross up any payments to any such Lender
         pursuant to CLAUSE (A) above, and to indemnify any such Lender pursuant
         to CLAUSE (D) above, in respect of United States federal withholding
         taxes if (i) any such failure to deliver a form or forms or an
         Exemption Certificate or the failure of such form or forms or Exemption
         Certificate to establish a complete exemption from U.S. federal
         withholding tax or inaccuracy or untruth contained therein resulted
         from a change in any applicable statute, treaty, regulation or other
         applicable law or any interpretation of any of the foregoing occurring
         after the date hereof, which change rendered such Lender no longer
         legally entitled to deliver such form or forms or Exemption Certificate
         or otherwise ineligible for a complete exemption from U.S. federal
         withholding tax, or rendered the information or certifications made in
         such form or forms or Exemption Certificate untrue or inaccurate in a
         material respect, (ii) the redesignation of the Lender's lending office
         was made at the request of any of the Borrowers or (iii) the obligation
         to gross up payments to any such Lender pursuant to CLAUSE (A) above or
         to indemnify any such Lender pursuant to CLAUSE (D) is with respect to
         an Assignee Lender that becomes an Assignee Lender as a result of an
         assignment made at the request of any Borrower.

                  (g) If a Secured Party determines in its sole discretion that
         it has received a refund in respect of Non-Excluded Taxes that were
         paid by the Borrowers, it shall pay the


                                      -65-
<Page>

         amount of such refund, together with any other amounts paid by the
         Borrowers in connection with such refunded Non-Excluded Taxes, to the
         Borrowers, net of any out-of- pocket expenses incurred by such Secured
         Party in obtaining such refund, PROVIDED, HOWEVER, that the Borrowers
         agree to promptly return the amount of such refund to such Secured
         Party to the extent that such Secured Party is required to repay such
         refund to the IRS or any other tax authority.

         SECTION 4.7. PAYMENTS, COMPUTATIONS, ETC. Unless otherwise expressly
provided, all payments by or on behalf of any Borrower pursuant to this
Agreement, the Notes, each Letter of Credit, the TLCs or any other Loan Document
shall be made by such Borrower to the Administrative Agent for the PRO RATA
account of the Lenders entitled to receive such payment. All such payments
required to be made to the Administrative Agent shall be made, without setoff,
deduction or counterclaim, not later than 12:00 noon, New York time, on the date
due, in same day or immediately available funds, to such account as the
Administrative Agent shall specify from time to time by notice to the applicable
Borrower. Funds received after that time shall be deemed to have been received
by the Administrative Agent on the next succeeding Business Day. The
Administrative Agent shall promptly remit in same day funds to each Lender its
share, if any, of such payments received by the Administrative Agent for the
account of such Lender. All interest and fees shall be computed on the basis of
the actual number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable over a
year comprised of 360 days (or, in the case of interest on a Base Rate Loan, 365
days or, if appropriate, 366 days). Whenever any payment to be made shall
otherwise be due on a day which is not a Business Day, such payment shall
(except as otherwise required by CLAUSE (C) of the definition of the term
"Interest Period") be made on the next succeeding Business Day and such
extension of time shall be included in computing interest and fees, if any, in
connection with such payment.

         SECTION 4.8. SHARING OF PAYMENTS. If any Lender shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
setoff or otherwise) on account of any Loan, TLC or Reimbursement Obligation
(other than pursuant to the terms of SECTIONS 4.3, 4.4 and 4.5) in excess of its
PRO RATA share of payments then or therewith obtained by all Lenders entitled
thereto, such Lender shall purchase from the other Lenders such participation in
Credit Extensions made by them as shall be necessary to cause such purchasing
Lender to share the excess payment or other recovery ratably with each of them;
PROVIDED, HOWEVER, that if all or any portion of the excess payment or other
recovery is thereafter recovered from such purchasing Lender, the purchase shall
be rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender's
ratable share (according to the proportion of

                  (a) the amount of such selling Lender's required repayment to
         the purchasing Lender


                                      -66-
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         TO

                  (b) the total amount so recovered from the purchasing Lender)

of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. Each Borrower agrees that any Lender
so purchasing a participation from another Lender pursuant to this Section may,
to the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to SECTION 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of such Borrower in the amount of
such participation. If under any applicable bankruptcy, insolvency or other
similar law, any Lender receives a secured claim in lieu of a setoff to which
this Section applies, such Lender shall, to the extent practicable, exercise its
rights in respect of such secured claim in a manner consistent with the rights
of the Lenders entitled under this Section to share in the benefits of any
recovery on such secured claim.

         SECTION 4.9. SETOFF. Each Lender shall, upon the occurrence of any
Default described in CLAUSES (A) through (D) of SECTION 9.1.9 or, with the
consent of the Required Lenders, upon the occurrence of any other Event of
Default, have the right to appropriate and apply to the payment of the
Obligations owing to it (whether or not then due), and (as security for such
Obligations) each Borrower hereby grants to each Lender a continuing security
interest in, any and all balances, credits, deposits, accounts or moneys of such
Borrower then or thereafter maintained with or otherwise held by such Lender;
PROVIDED, HOWEVER, that any such appropriation and application shall be subject
to the provisions of SECTION 4.8. Each Lender agrees promptly to notify the
applicable Borrower and the Administrative Agent after any such setoff and
application made by such Lender; PROVIDED, HOWEVER, that the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or otherwise)
which such Lender may have.

         SECTION 4.10. MITIGATION. Each Lender agrees that if it makes any
demand for payment under SECTIONS 4.3, 4.4, 4.5, or 4.6, or if any adoption or
change of the type described in SECTION 4.1 shall occur with respect to it, it
will use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be disadvantageous
to it, as determined in its sole discretion) to designate a different lending
office if the making of such a designation would reduce or obviate the need for
WWI to make payments under SECTIONS 4.3, 4.4, 4.5, or 4.6, or would eliminate or
reduce the effect of any adoption or change described in SECTION 4.1.


                                      -67-
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                                    ARTICLE V

           CONDITIONS TO EFFECTIVENESS AND TO FUTURE CREDIT EXTENSIONS

         SECTION 5.1. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS
AGREEMENT AND MAKING OF CREDIT EXTENSIONS. The conditions to effectiveness of
this Agreement and the obligations of the Lenders to continue Existing Loans as
Loans under this Agreement, to continue Existing Letters of Credit as Letters of
Credit under this Agreement and to make the Additional Term A Loans and the Term
D Loans were satisfied in full on January 16, 2001.

         SECTION 5.2. ALL CREDIT EXTENSIONS. The obligation of each Lender and
the Issuer to make any Credit Extension (but subject to CLAUSES (B) and (C) of
SECTION 2.3.2) shall be subject to the satisfaction of each of the conditions
precedent set forth in this SECTION 5.2.

         SECTION 5.2.1. COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. Both before
and after giving effect to any Credit Extension the following statements shall
be true and correct:

                  (a) both before and after giving effect to the Transaction,
         the representations and warranties set forth in ARTICLE VI and in each
         other Loan Document shall, in each case, be true and correct in all
         material respects with the same effect as if then made (unless stated
         to relate solely to an earlier date, in which case such representations
         and warranties shall be true and correct in all material respects as of
         such earlier date);

                  (b) no material adverse development shall have occurred in any
         litigation, action, proceeding, labor controversy, arbitration or
         governmental investigation disclosed pursuant to SECTION 6.7;

                  (c) the sum of (x) the aggregate outstanding principal amount
         of all Revolving Loans and Swing Line Loans and (y) all Letter of
         Credit Outstandings does not exceed the Revolving Loan Commitment
         Amount; and

                  (d) no Default shall have then occurred and be continuing.

         SECTION 5.2.2. CREDIT EXTENSION REQUEST. The Administrative Agent shall
have received a Borrowing Request, if Loans (other than Swing Line Loans) are
being requested, or an Issuance Request, if a Letter of Credit is being issued
or extended or a TLC Purchase Request if TLCs are to be issued. Each of the
delivery of a Borrowing Request, Issuance Request or TLC Purchase Request and
the acceptance by any Borrower of the proceeds of such Credit Extension shall
constitute a representation and warranty by the applicable Borrower that on the
date of such Credit Extension (both immediately before and after giving effect
to such Credit Extension and the application of the proceeds thereof) the
statements made in SECTION 5.2.1 are true and correct.


                                      -68-
<Page>

         SECTION 5.2.3. SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of WWI or any of its Subsidiaries or
any other Obligors shall be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel; the Administrative Agent and its counsel
shall have received all information, as the Administrative Agent or its counsel
may reasonably request.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders, the Issuer and the Administrative Agent
to enter into this Agreement, continue the Existing Loans as Loans hereunder and
the Existing Letters of Credit as Letters of Credit hereunder and to make Credit
Extensions hereunder, each of the Borrowers, jointly and severally, represents
and warrants unto the Administrative Agent, the Issuer and each Lender as set
forth in this ARTICLE VI.

         SECTION 6.1. ORGANIZATION, ETC. WWI and each of its Subsidiaries (a) is
a corporation validly organized and existing and in good standing under the laws
of the jurisdiction of its incorporation (other than as listed in ITEM 6.1
("Good Standing") on SCHEDULE I hereto), is duly qualified to do business and is
in good standing as a foreign corporation in each jurisdiction where the nature
of its business requires such qualification, except to the extent that the
failure to qualify would not reasonably be expected to result in a Material
Adverse Effect, and (b) has full power and authority and holds all requisite
governmental licenses, permits and other approvals to (x) enter into and perform
its Obligations in connection with the Transaction and under this Agreement, the
Notes and each other Loan Document to which it is a party and (y) own and hold
under lease its property and to conduct its business substantially as currently
conducted by it except, in the case of this CLAUSE (B)(Y), where the failure
could not reasonably be expected to result in a Material Adverse Effect.

         SECTION 6.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by each Borrower of this Agreement, the Notes, the TLCs
and each other Loan Document executed or to be executed by it, and the
execution, delivery and performance by each other Obligor of each Loan Document
executed or to be executed by it and the Borrowers and, where applicable, each
such other Obligor's participation in the consummation of the Transaction are
within each such Obligor's corporate powers, have been duly authorized by all
necessary corporate action, and do not

                  (a) contravene any such Obligor's Organic Documents;

                  (b) contravene any contractual restriction, law or
         governmental regulation or court decree or order binding on or
         affecting any such Obligor, where such contravention,


                                      -69-
<Page>

         individually or in the aggregate, could reasonably be expected to have
         a Material Adverse Effect; or

                  (c) result in, or require the creation or imposition of, any
         Lien on any of the Obligor's properties, except pursuant to the terms
         of a Loan Document.

         SECTION 6.3. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due execution,
delivery or performance by any Obligor of this Agreement, the Notes, the TLCs or
any other Loan Document to which it is a party, or for each Obligor's
participation in the consummation of the Transaction, except as have been duly
obtained or made and are in full force and effect or those which the failure to
obtain or make could not reasonably be expected to have a Material Adverse
Effect. Neither WWI nor any of its Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding company", or an
"affiliate" of a "holding company" or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

         SECTION 6.4. VALIDITY, ETC. This Agreement constitutes, and the Notes
and TLCs and each other Loan Document executed by any Obligor will, on the due
execution and delivery thereof, constitute, the legal, valid and binding
obligations of such Obligor enforceable in accordance with their respective
terms; in each case with respect to this SECTION 6.4 subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

         SECTION 6.5. FINANCIAL INFORMATION. The

                  (a) audited combined balance sheets and the related combined
         statements of income, comprehensive income and parent company's
         investment and cash flows of the Borrower and its Subsidiaries as at
         April 29, 2000, April 24, 1999 and April 25, 1998 and the related
         consolidated statements of earnings and cash flow of the Borrower; and

                  (b) unaudited interim condensed financial information of the
         Borrower as of the period ended October 28, 2000;

copies of which have been furnished to the Administrative Agent and each Lender,
have, in each case, been prepared in accordance with GAAP consistently applied
(in the case of CLAUSE (A)) and, in the case of CLAUSE (B), on a basis
substantially comparable to the basis used to prepare the financial statements
referred to in CLAUSE (A), and present fairly the consolidated financial
condition of the corporations covered thereby as at the dates thereof and the
results of their


                                      -70-
<Page>

operations for the periods then ended, subject, in the case of CLAUSE (B), to
normal year end audit adjustments.

         SECTION 6.6. NO MATERIAL ADVERSE CHANGE. Since April 29, 2000, there
has been no material adverse change in the financial condition, operations,
assets, business or properties of WWI and its Subsidiaries, taken as a whole.

         SECTION 6.7. LITIGATION, LABOR CONTROVERSIES, ETC. There is no pending
or, to the knowledge of any Borrower, threatened litigation, action, proceeding,
labor controversy arbitration or governmental investigation affecting any
Obligor, or any of their respective properties, businesses, assets or revenues,
which (a) could reasonably be expected to result in a Material Adverse Effect,
or (b) purports to affect the legality, validity or enforceability of the
issuance of the Senior Subordinated Notes, this Agreement, the Notes or any
other Loan Document, except as disclosed in ITEM 6.7 ("Litigation") of the
Disclosure Schedule.

         SECTION 6.8. SUBSIDIARIES. WWI has no Subsidiaries, except (after
giving effect to the Transaction) those Subsidiaries

                  (a) which are identified in ITEM 6.8 ("Existing Subsidiaries")
         of the Disclosure Schedule; or

                  (b) which are permitted to have been acquired in accordance
         with SECTION 7.2.5 or 7.2.8.

         SECTION 6.9. OWNERSHIP OF PROPERTIES. WWI and each of its Subsidiaries
(both before and after giving effect to the Transaction) own good title to all
of their properties and assets (other than insignificant properties and assets),
real and personal, tangible and intangible, of any nature whatsoever (including
patents, trademarks, trade names, service marks and copyrights), free and clear
of all Liens or material claims (including material infringement claims with
respect to patents, trademarks, copyrights and the like) except as permitted
pursuant to SECTION 7.2.3.

         SECTION 6.10. TAXES. WWI and each of its Subsidiaries has filed all
Federal, State, foreign and other material tax returns and reports required by
law to have been filed by it and has paid all taxes and governmental charges
thereby shown to be owing, except any such taxes or charges which are being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its books.

         SECTION 6.11. PENSION AND WELFARE PLANS. No Pension Plan has been
terminated that has resulted in a liability to any Borrower of more than
$5,000,000, and no contribution failure has occurred with respect to any Pension
Plan sufficient to give rise to a Lien under section 302(f) of ERISA in excess
of $5,000,000. No condition exists or event or transaction has occurred with
respect to any Pension Plan which could reasonably be expected to result in the
incurrence by any Borrower of any material liability, fine or penalty other than
such condition,


                                      -71-
<Page>

event or transaction which would not reasonably be expected to have a Material
Adverse Effect. Except as disclosed in ITEM 6.11 ("Employee Benefit Plans") of
the Disclosure Schedule, since the date of the last financial statement of WWI,
WWI has not materially increased any contingent liability with respect to any
post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Subtitle B of Title I of ERISA.

         SECTION 6.12. ENVIRONMENTAL WARRANTIES. Except as set forth in ITEM
6.12 ("Environmental Matters") of the Disclosure Schedule or as, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect:

                  (a) all facilities and property (including underlying
         groundwater) owned or leased by WWI or any of its Subsidiaries have
         been, and continue to be, owned or leased by WWI and its Subsidiaries
         in compliance with all Environmental Laws;

                  (b) there have been no past, and there are no pending or
         threatened

                           (i) written claims, complaints, notices or requests
                  for information received by WWI or any of its Subsidiaries
                  with respect to any alleged violation of any Environmental
                  Law, or

                           (ii) written complaints, notices or inquiries to WWI
                  or any of its Subsidiaries regarding potential liability under
                  any Environmental Law;

                  (c) to the best knowledge of WWI, there have been no Releases
         of Hazardous Materials at, on or under any property now or previously
         owned or leased by WWI or any of its Subsidiaries;

                  (d) WWI and its Subsidiaries have been issued and are in
         compliance with all permits, certificates, approvals, licenses and
         other authorizations relating to environmental matters and necessary or
         desirable for their businesses;

                  (e) no property now or previously owned or leased by WWI or
         any of its Subsidiaries is listed or, to the knowledge of WWI or any of
         its Subsidiaries, proposed for listing (with respect to owned property
         only) on the National Priorities List pursuant to CERCLA, on the
         CERCLIS or on any similar state list of sites requiring investigation
         or clean-up;

                  (f) to the best knowledge of WWI, there are no underground
         storage tanks, active or abandoned, including petroleum storage tanks,
         on or under any property now or previously owned or leased by WWI or
         any of its Subsidiaries;

                  (g) WWI and its Subsidiaries have not directly transported or
         directly arranged for the transportation of any Hazardous Material to
         any location (i) which is listed or to


                                      -72-
<Page>

         the knowledge of WWI or any of its Subsidiaries, proposed for listing
         on the National Priorities List pursuant to CERCLA, on the CERCLIS or
         on any similar state list, or (ii) which is the subject of federal,
         state or local enforcement actions or other investigations;

                  (h) to the best knowledge of WWI, there are no polychlorinated
         biphenyls or friable asbestos present in a manner or condition at any
         property now or previously owned or leased by WWI or any of its
         Subsidiaries; and

                  (i) to the best knowledge of WWI, no conditions exist at, on
         or under any property now or previously owned or leased by WWI or any
         of its Subsidiaries which, with the passage of time, or the giving of
         notice or both, would give rise to liability under any Environmental
         Law.

         SECTION 6.13. REGULATIONS U AND X. No Obligor is engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Credit Extensions will be used to purchase or
carry margin stock or otherwise for a purpose which violates, or would be
inconsistent with, F.R.S. Board Regulation U or Regulation X. Terms for which
meanings are provided in F.R.S. Board Regulation U or Regulation X or any
regulations substituted therefor, as from time to time in effect, are used in
this Section with such meanings.

         SECTION 6.14. ACCURACY OF INFORMATION. All material factual information
concerning the financial condition, operations or prospects of WWI and its
Subsidiaries heretofore or contemporaneously furnished by or on behalf of the
Borrowers in writing to the Administrative Agent, the Issuer or any Lender for
purposes of or in connection with this Agreement or any transaction contemplated
hereby or with respect to the Transaction is, and all other such factual
information hereafter furnished by or on behalf of the Borrowers to the
Administrative Agent, the Issuer or any Lender will be, true and accurate in
every material respect on the date as of which such information is dated or
certified and such information is not, or shall not be, as the case may be,
incomplete by omitting to state any material fact necessary to make such
information not misleading.

         Any term or provision of this Section to the contrary notwithstanding,
insofar as any of the factual information described above includes assumptions,
estimates, projections or opinions, no representation or warranty is made herein
with respect thereto; PROVIDED, HOWEVER, that to the extent any such
assumptions, estimates, projections or opinions are based on factual matters,
each of the Borrowers has reviewed such factual matters and nothing has come to
its attention in the context of such review which would lead it to believe that
such factual matters were not or are not true and correct in all material
respects or that such factual matters omit to state any material fact necessary
to make such assumptions, estimates, projections or opinions not misleading in
any material respect.


                                      -73-
<Page>

         SECTION 6.15. SENIORITY OF OBLIGATIONS, ETC. WWI has the power and
authority to incur the Indebtedness evidenced by the Senior Subordinated Notes
as provided for under the Senior Subordinated Note Indenture and has duly
authorized, executed and delivered the Senior Subordinated Note Indenture. WWI
has issued, pursuant to due authorization, the Senior Subordinated Notes under
the Senior Subordinated Note Indenture. The Senior Subordinated Note Indenture
constitutes the legal, valid and binding obligation of WWI enforceable against
WWI in accordance with its terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing. The subordination provisions of
the Senior Subordinated Notes and contained in the Senior Subordinated Note
Indenture are enforceable against the holders of the Senior Subordinated Notes
by the holder of any Senior Debt (or similar term referring to the Obligations,
as applicable) in the Senior Subordinated Note Indenture, which has not
effectively waived the benefits thereof. All monetary Obligations, including
those to pay principal of and interest (including post-petition interest,
whether or not permitted as a claim) on the Loans and Reimbursement Obligations,
and fees and expenses in connection therewith, constitute Senior Debt (or
similar term referring to the Obligations, as applicable) in the Senior
Subordinated Note Indenture, and all such Obligations are entitled to the
benefits of the subordination created by the Senior Subordinated Note Indenture.
WWI acknowledges that the Administrative Agent and each Lender is entering into
this Agreement, and is extending its Commitments, in reliance upon the
subordination provisions of (or to be contained in) the Senior Subordinated Note
Indenture, the Senior Subordinated Notes and this Section.

         SECTION 6.16. SOLVENCY. The Transaction (including the incurrence of
the related Credit Extensions hereunder, the incurrence by the Borrowers of the
Indebtedness represented by the Notes and the execution and delivery by the
Guaranties by the Obligors parties thereto), will not involve or result in any
fraudulent transfer or fraudulent conveyance under the provisions of Section 548
of the Bankruptcy Code (11 U.S.C. ss.101 ET SEQ., as from time to time hereafter
amended, and any successor or similar statute) or any applicable state law
respecting fraudulent transfers or fraudulent conveyances. After giving effect
to the Transaction, WWI and each of its Subsidiaries is Solvent.

         SECTION 6.17. CONTRACTS. No termination provision in any material
contract under which WWI or any of its Subsidiaries are obligated, shall be
triggered by the consummation of the Transaction.


                                      -74-
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                                   ARTICLE VII

                                    COVENANTS

         SECTION 7.1. AFFIRMATIVE COVENANTS. Each of the Borrowers, jointly and
severally, agrees with the Administrative Agent, the Issuer and each Lender
that, until all Commitments have terminated, all Letters of Credit have
terminated or expired and all Obligations have been paid and performed in full,
each Borrower will perform its obligations set forth below.

         SECTION 7.1.1. FINANCIAL INFORMATION, REPORTS, NOTICES, ETC. WWI will
furnish to each Lender, the Issuer and the Administrative Agent copies of the
following financial statements, reports, notices and information:

                  (a) as soon as available and in any event within 60 days after
         the end of each Fiscal Quarter of each Fiscal Year of WWI (or, if WWI
         is required to file such information on a Form 10-Q with the Securities
         and Exchange Commission, promptly following such filing), a
         consolidated balance sheet of WWI and its Subsidiaries as of the end of
         such Fiscal Quarter, together with the related consolidated statement
         of earnings and cash flow for such Fiscal Quarter and for the period
         commencing at the end of the previous Fiscal Year and ending with the
         end of such Fiscal Quarter (it being understood that the foregoing
         requirement may be satisfied by delivery of WWI's report to the
         Securities and Exchange Commission on Form 10-Q), certified by the
         chief financial Authorized Officer of WWI;

                  (b) as soon as available and in any event within 120 days
         after the end of each Fiscal Year of WWI (or, if WWI is required to
         file such information on a Form 10-K with the Securities and Exchange
         Commission, promptly following such filing), a copy of the annual audit
         report for such Fiscal Year for WWI and its Subsidiaries, including
         therein a consolidated balance sheet for WWI and its Subsidiaries as of
         the end of such Fiscal Year, together with the related consolidated
         statement of earnings and cash flow of WWI and its Subsidiaries for
         such Fiscal Year (it being understood that the foregoing requirement
         may be satisfied by delivery of WWI's report to the Securities and
         Exchange Commission on Form 10-K), in each case certified (without any
         Impermissible Qualification) by PricewaterhouseCoopers LLP or another
         "Big Five" firm, together with a certificate from such accountants to
         the effect that, in making the examination necessary for the signing of
         such annual report by such accountants, they have not become aware of
         any Default that has occurred and is continuing, or, if they have
         become aware of such Default, describing such Default and the steps, if
         any, being taken to cure it;

                  (c) together with the delivery of the financial information
         required pursuant to CLAUSES (A) and (B), a Compliance Certificate, in
         substantially the form of EXHIBIT E, executed by the chief financial
         Authorized Officer of WWI, showing (in reasonable detail


                                      -75-
<Page>

         and with appropriate calculations and computations in all respects
         satisfactory to the Administrative Agent) compliance with the financial
         covenants set forth in SECTION 7.2.4;

                  (d) as soon as possible and in any event within three Business
         Days after obtaining knowledge of the occurrence of each Default, a
         statement of the chief financial Authorized Officer of WWI setting
         forth details of such Default and the action which WWI has taken and
         proposes to take with respect thereto;

                  (e) as soon as possible and in any event within five Business
         Days after (x) the occurrence of any material adverse development with
         respect to any litigation, action, proceeding, or labor controversy
         described in SECTION 6.7 and the action which WWI has taken and
         proposes to take with respect thereto or (y) the commencement of any
         labor controversy, litigation, action, proceeding of the type described
         in SECTION 6.7, notice thereof and of the action which WWI has taken
         and proposes to take with respect thereto;

                  (f) promptly after the sending or filing thereof, copies of
         all reports and registration statements which WWI or any of its
         Subsidiaries files with the Securities and Exchange Commission or any
         national securities exchange or any foreign equivalent;

                  (g) as soon as practicable after the chief financial officer
         or the chief executive officer of WWI or a member of WWI's Controlled
         Group becomes aware of (i) formal steps in writing to terminate any
         Pension Plan or (ii) the occurrence of any event with respect to a
         Pension Plan which, in the case of (i) or (ii), could reasonably be
         expected to result in a contribution to such Pension Plan by (or a
         liability to) WWI or a member of WWI's Controlled Group in excess of
         $5,000,000, (iii) the failure to make a required contribution to any
         Pension Plan if such failure is sufficient to give rise to a Lien under
         section 302(f) of ERISA, (iv) the taking of any action with respect to
         a Pension Plan which could reasonably be expected to result in the
         requirement that WWI furnish a bond to the PBGC or such Pension Plan or
         (v) any material increase in the contingent liability of WWI with
         respect to any post-retirement Welfare Plan benefit, notice thereof and
         copies of all documentation relating thereto;

                  (h) promptly when available and in any event within 60 days
         following the last day of each Fiscal Year of WWI, financial
         projections for the current Fiscal Year, prepared in reasonable detail
         by the chief accounting, financial or executive Authorized Officer of
         WWI;

                  (i) promptly following the delivery or receipt, as the case
         may be, of any material written notice or communication pursuant to or
         in connection with the Senior Subordinated Note Indenture or any of the
         Senior Subordinated Notes, a copy of such notice or communication; and


                                      -76-
<Page>

                  (j) such other information respecting the condition or
         operations, financial or otherwise, of WWI or any of its Subsidiaries
         as any Lender or the Issuer may from time to time reasonably request.

         SECTION 7.1.2. COMPLIANCE WITH LAWS, ETC. WWI will, and will cause each
of its Subsidiaries to, comply in all material respects with all applicable
laws, rules, regulations and orders, such compliance to include (without
limitation):

                  (a) the maintenance and preservation of its corporate
         existence and qualification as a foreign corporation, except where the
         failure to so qualify could not reasonably be expected to have a
         Material Adverse Effect; and

                  (b) the payment, before the same become delinquent, of all
         material taxes, assessments and governmental charges imposed upon it or
         upon its property except to the extent being contested in good faith by
         appropriate proceedings and for which adequate reserves in accordance
         with GAAP shall have been set aside on its books.

         SECTION 7.1.3. MAINTENANCE OF PROPERTIES. WWI will, and will cause each
of its Subsidiaries to, maintain, preserve, protect and keep its properties
(other than insignificant properties) in good repair, working order and
condition (ordinary wear and tear excepted), and make necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times unless WWI determines in good
faith that the continued maintenance of any of its properties is no longer
economically desirable.

         SECTION 7.1.4. INSURANCE. WWI will, and will cause each of its
Subsidiaries to,

                  (a) maintain insurance on its property with financially sound
         and reputable insurance companies against loss and damage in at least
         the amounts (and with only those deductibles) customarily maintained,
         and against such risks as are typically insured against in the same
         general area, by Persons of comparable size engaged in the same or
         similar business as the Borrower and its Subsidiaries; and

                  (b) maintain all worker's compensation, employer's liability
         insurance or similar insurance as may be required under the laws of any
         state or jurisdiction in which it may be engaged in business.

Without limiting the foregoing, all insurance policies required pursuant to this
Section shall (i) name the Administrative Agent on behalf of Secured Parties as
mortgagee (in the case of property insurance) or additional insured (in the case
of liability insurance), as applicable, and provide that no cancellation or
modification of the policies will be made without thirty days' prior written
notice to the Administrative Agent and (ii) be in addition to any requirements
to maintain specific types of insurance contained in the other Loan Documents.


                                      -77-
<Page>

         SECTION 7.1.5. BOOKS AND RECORDS. WWI will, and will cause each of its
Subsidiaries to, keep books and records which accurately reflect in all material
respects all of its business affairs and transactions and permit the
Administrative Agent, the Issuer and each Lender or any of their respective
representatives, at reasonable times and intervals, and upon reasonable notice,
to visit all of its offices, to discuss its financial matters with its officers
and independent public accountant (and WWI hereby authorizes such independent
public accountant to discuss the Borrowers' financial matters with the Issuer
and each Lender or its representatives whether or not any representative of WWI
is present) and to examine, and photocopy extracts from, any of its books or
other corporate records.

         SECTION 7.1.6. ENVIRONMENTAL COVENANT. WWI will, and will cause each of
its Subsidiaries to,

                  (a) use and operate all of its facilities and properties in
         compliance with all Environmental Laws, keep all necessary permits,
         approvals, certificates, licenses and other authorizations relating to
         environmental matters in effect and remain in compliance therewith, and
         handle all Hazardous Materials in compliance with all applicable
         Environmental Laws, in each case except where the failure to comply
         with the terms of this clause could not reasonably be expected to have
         a Material Adverse Effect;

                  (b) promptly notify the Administrative Agent and provide
         copies of all written claims, complaints, notices or inquiries relating
         to the condition of its facilities and properties or compliance with
         Environmental Laws which relate to environmental matters which would
         have, or would reasonably be expected to have, a Material Adverse
         Effect, and promptly cure and have dismissed with prejudice any
         material actions and proceedings relating to compliance with
         Environmental Laws, except to the extent being diligently contested in
         good faith by appropriate proceedings and for which adequate reserves
         in accordance with GAAP have been set aside on their books; and

                  (c) provide such information and certifications which the
         Administrative Agent may reasonably request from time to time to
         evidence compliance with this SECTION 7.1.6.

         SECTION 7.1.7. FUTURE SUBSIDIARIES. Upon any Person becoming a
Subsidiary of WWI, or upon WWI or any of its Subsidiaries acquiring additional
Capital Securities of any existing Subsidiary, WWI shall notify the
Administrative Agent of such acquisition, and

                  (a) WWI shall promptly cause such Subsidiary to execute and
         deliver to the Administrative Agent, with counterparts for each Lender,
         (i) if such Subsidiary is a U.S. Subsidiary or a U.K. Subsidiary, a
         supplement to the Subsidiary Guaranty or, if such Subsidiary is an
         Australian Subsidiary, a supplement to the Australian Guaranty, (ii) if
         such a Subsidiary is a U.S. Subsidiary, a supplement to the WWI
         Security Agreement or, if such Subsidiary is an Australian Subsidiary,
         a supplement to the Australian Security Agreement or if such Subsidiary
         is a U.K. Subsidiary, a security agreement substantially


                                      -78-
<Page>

         in the form of the U.K. Security Agreement and (iii) if such Subsidiary
         is a U.S. Subsidiary, a U.K. Subsidiary or an Australian Subsidiary and
         owns any real property having a value as determined in good faith by
         the Administrative Agent in excess of $2,000,000, a Mortgage, together
         with acknowledgment copies of Uniform Commercial Code financing
         statements (form UCC-1) executed and delivered by the Subsidiary naming
         the Subsidiary as the debtor and the Administrative Agent as the
         secured party, or other similar instruments or documents, filed under
         the Uniform Commercial Code and any other applicable recording
         statutes, in the case of real property, of all jurisdictions as may be
         necessary or, in the opinion of the Administrative Agent, desirable to
         perfect the security interest of the Administrative Agent pursuant to
         the applicable Security Agreement or a Mortgage, as the case may be;
         and

                  (b) WWI shall promptly deliver, or cause to be delivered, to
         the Administrative Agent under a supplement to the WWI Pledge Agreement
         (or, if such Subsidiary is an Australian Subsidiary, a supplement to
         the Australian Pledge Agreement or if such Subsidiary is a U.K.
         Subsidiary, a pledge agreement substantially in the form of the U.K.
         Pledge Agreement), certificates (if any) representing all of the issued
         and outstanding shares of Capital Securities of such Subsidiary (to the
         extent required to be delivered pursuant to the applicable Pledge
         Agreement) owned by WWI or any of its Subsidiaries, as the case may be,
         along with undated stock powers for such certificates, executed in
         blank, or, if any securities subject thereto are uncertificated
         securities, confirmation and evidence satisfactory to the
         Administrative Agent that appropriate book entries have been made in
         the relevant books or records of a financial intermediary or the issuer
         of such securities, as the case may be, under applicable law resulting
         in the perfection of the security interest granted in favor of the
         Administrative Agent pursuant to the terms of the applicable Pledge
         Agreement; PROVIDED, that notwithstanding anything to the contrary
         herein or in any Loan Document, in no event shall more than 65% of the
         Capital Securities of any non-Guarantor be required to be pledged and
         in no event shall non- Guarantors (other than the SP1 Borrower) be
         required to pledge Capital Securities of their Subsidiaries, together,
         in each case, with such opinions, in form and substance and from
         counsel satisfactory to the Administrative Agent, as the Administrative
         Agent may reasonably require.

         SECTION 7.1.8. FUTURE LEASED PROPERTY AND FUTURE ACQUISITIONS OF REAL
PROPERTY.

                  (a) Prior to entering into any new lease of real property or
         renewing any existing lease of real property, WWI shall, and shall
         cause each of its U.S. Subsidiaries and each of the other Guarantor's
         to, use its (and their) best efforts (which shall not require the
         expenditure of cash or the making of any material concessions under the
         relevant lease) to deliver to the Administrative Agent a Waiver
         executed by the lessor of any real property that is to be leased by WWI
         or any of its U.S. Subsidiaries or any of the other Guarantors for a
         term in excess of one year in any state which by statute grants such
         lessor a "landlord's" (or similar) Lien which is superior to the
         Administrative Agent's, to the


                                      -79-
<Page>

         extent the value of any personal property of WWI or its U.S.
         Subsidiaries or any of the other Guarantors to be held at such leased
         property exceeds (or it is anticipated that the value of such personal
         property will, at any point in time during the term of such leasehold
         term, exceed) $5,000,000.

                  (b) In the event that WWI or any of its U.S. Subsidiaries or
         any of the other Guarantors shall acquire any real property having a
         value as determined in good faith by the Administrative Agent in excess
         of $2,000,000, WWI or the applicable Subsidiary shall, promptly after
         such acquisition, execute a Mortgage and provide the Administrative
         Agent with

                           (i) evidence of the completion (or satisfactory
                  arrangements for the completion) of all recordings and filings
                  of such Mortgage as may be necessary or, in the reasonable
                  opinion of the Administrative Agent, desirable effectively to
                  create a valid, perfected first priority Lien, subject to
                  Liens permitted by SECTION 7.2.3, against the properties
                  purported to be covered thereby;

                           (ii) mortgagee's title insurance policies in favor of
                  the Administrative Agent and the Lenders in amounts and in
                  form and substance and issued by insurers, reasonably
                  satisfactory to the Administrative Agent, with respect to the
                  property purported to be covered by such Mortgage, insuring
                  that title to such property is marketable and that the
                  interests created by the Mortgage constitute valid first Liens
                  thereon free and clear of all defects and encumbrances other
                  than as approved by the Administrative Agent, and such
                  policies shall also include a revolving credit endorsement and
                  such other endorsements as the Administrative Agent shall
                  request and shall be accompanied by evidence of the payment in
                  full of all premiums thereon; and

                           (iii) such other approvals, opinions, or documents as
                  the Administrative Agent may reasonably request.

         SECTION 7.1.9. USE OF PROCEEDS, ETC. The proceeds of the Credit
Extensions shall be applied by the Borrowers as follows:

                  (a) the proceeds of the Additional Term A Loans and Term D
         Loans shall be applied by WWI to fund the Transaction; and

                  (b) the proceeds of all Revolving Loans, Swing Line Loans and
         any Term Loans incurred pursuant to SECTION 2.1.6, and the issuance of
         Letters of Credit from time to time, shall be used to fund the
         Transaction and for working capital and general corporate purposes of
         WWI and its U.S. Subsidiaries.


                                      -80-
<Page>

         SECTION 7.1.10. U.S. BORROWER AS PLEDGED INTEREST ISSUER. WWI covenants
and agrees that, in its capacity as Pledged Interest Issuer under (and as
defined in) the ARTAL Pledge Agreement and the HJH Pledge Agreement, WWI agrees
that it will cooperate in all reasonable respects necessary to enable the
Administrative Agent to exercise its rights and remedies under the terms of the
ARTAL Pledge Agreement and HJH Pledge Agreement and agrees to comply with the
last sentence of Section 4.2 of the ARTAL Pledge Agreement and the last sentence
of Section 4.2 of the HJH Pledge Agreement.

         SECTION 7.2. NEGATIVE COVENANTS. Each of the Borrowers agrees with the
Administrative Agent, the Issuer and each Lender that, until all Commitments
have terminated, all Letters of Credit have terminated or expired and all
Obligations have been paid and performed in full, each of the Borrowers will
perform the obligations set forth in this SECTION 7.2.

         SECTION 7.2.1. BUSINESS ACTIVITIES. Each of the Borrowers will not, and
will not permit any of its respective Subsidiaries to, engage in any business
activity, except business activities of the type in which WWI and its
Subsidiaries are engaged on September 29, 1999 and such activities as may be
incidental, similar or related thereto. The SP1 Borrower shall not engage in any
business other than as permitted under SECTION 7.3.

         SECTION 7.2.2. INDEBTEDNESS. Each of the Borrowers will not, and will
not permit any of its respective Subsidiaries to, create, incur, assume or
suffer to exist or otherwise become or be liable in respect of any Indebtedness,
other than, without duplication, the following:

                  (a) Indebtedness in respect of the Credit Extensions and other
         Obligations;

                  (b) [intentionally omitted];

                  (c) Indebtedness existing as of September 29, 1999 which is
         identified in ITEM 7.2.2(C) ("Ongoing Indebtedness") of the Disclosure
         Schedule, and any Refinancing Indebtedness, but only in amounts not in
         excess of the outstanding amounts on the date of such refinancing
         (which shall not exceed the committed amount on September 29, 1999);

                  (d) to the extent not prohibited in whole or in part by the
         terms of the Senior Subordinated Note Indenture, Indebtedness incurred
         by WWI or any of its Subsidiaries (other than the SP1 Borrower) (i) (x)
         to any Person providing financing for the acquisition of any assets
         permitted to be acquired pursuant to SECTION 7.2.8 to finance its
         acquisition of such assets and (y) in respect of Capitalized Lease
         Liabilities (but only to the extent otherwise permitted by SECTION
         7.2.7) in an aggregate amount for CLAUSES (X) and (Y) not to exceed
         $5,000,000 at any time and (ii) from time to time for general corporate
         purposes in a maximum aggregate amount of all Indebtedness incurred
         pursuant to this CLAUSE (II) not at any time to exceed $15,000,000 LESS
         the then aggregate outstanding Indebtedness of Subsidiaries which are
         not Guarantors permitted under clause (F)(III) below;


                                      -81-
<Page>

                  (e) Hedging Obligations of WWI or any of its Subsidiaries;

                  (f) intercompany Indebtedness of WWI owing to any of its
         Subsidiaries or any Subsidiary of WWI (other than the SP1 Borrower or
         the Designated Subsidiary) owing to WWI or any other Subsidiary of WWI
         or of WWI to any Subsidiary of WWI, which Indebtedness

                           (i) if between Guarantors shall be evidenced by one
                  or more promissory notes in form and substance satisfactory to
                  the Administrative Agent which have been duly executed and
                  delivered to (and endorsed to the order of) the Administrative
                  Agent in pledge pursuant to a supplement to the applicable
                  Pledge Agreement;

                           (ii) if between Guarantors (other than Indebtedness
                  incurred by WWI) shall, except in the case of Indebtedness of
                  WWI owing to any of its Subsidiaries, not be forgiven or
                  otherwise discharged for any consideration other than payment
                  in cash in the currency in which such Indebtedness was loaned
                  or advanced unless the Administrative Agent otherwise
                  consents; and

                           (iii) owing by Subsidiaries which are not Guarantors
                  to Guarantors shall not exceed $15,000,000 in the aggregate at
                  any time outstanding;

                  (g) unsecured Subordinated Debt of WWI owing to the Senior
         Subordinated Noteholders in an initial aggregate outstanding principal
         amount not to exceed the sum of $150,000,000 and Euro 100,000,000;

                  (h) Indebtedness of Non-Guarantor Subsidiaries to Guarantors
         to the extent permitted as Investments under CLAUSE (H) of SECTION
         7.2.5;

                  (i) the Subordinated Guaranty; and

                  (j) (i) guarantees by WWI or any Guarantor of any Indebtedness
         of WWI or any Guarantor and (ii) guarantees by any Subsidiary that is
         not a Guarantor of any Indebtedness of any other Subsidiary that is not
         a Guarantor and (iii) guarantees by WWI or any Guarantor of any
         unsecured Indebtedness of any Subsidiary that is not a Guarantor
         incurred pursuant to clause (d) (ii) of this Section; PROVIDED, that in
         each case, the Indebtedness being guaranteed is otherwise permitted by
         this Section;


                                      -82-
<Page>

PROVIDED, HOWEVER, that no Indebtedness otherwise permitted by CLAUSE (D) or (F)
(as such clause relates to Loans made by WWI to its Subsidiaries) may be
incurred if, after giving effect to the incurrence thereof, any Default shall
have occurred and be continuing.

         SECTION 7.2.3. LIENS. Each of the Borrowers will not, and will not
permit any of its respective Subsidiaries to, create, incur, assume or suffer to
exist any Lien upon any of its property, revenues or assets, whether now owned
or hereafter acquired, except:

                  (a) Liens securing payment of the Obligations, granted
         pursuant to any Loan Document;

                  (b) [intentionally omitted];

                  (c) Liens granted prior to September 29, 1999 to secure
         payment of Indebtedness of the type permitted and described in CLAUSE
         (C) of SECTION 7.2.2;

                  (d) Liens granted by WWI or any of its Subsidiaries (other
         than the SP1 Borrower) to secure payment of Indebtedness of the type
         permitted and described in (x) CLAUSE (D)(I) of SECTION 7.2.2;
         PROVIDED, that the obligations secured thereby do not exceed in the
         aggregate $5,000,000 at any time outstanding and (y) CLAUSE (D)(II) of
         SECTION 7.2.2 owed by Subsidiaries which are not Guarantors to
         non-Affiliates; PROVIDED that the obligations secured thereby do not
         exceed $7,500,000 in the aggregate at any one time outstanding;

                  (e) Liens for taxes, assessments or other governmental charges
         or levies, including Liens pursuant to Section 107(l) of CERCLA or
         other similar law, not at the time delinquent or thereafter payable
         without penalty or being contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books;

                  (f) Liens of carriers, warehousemen, mechanics, repairmen,
         materialmen and landlords or other like liens incurred by WWI or any of
         its Subsidiaries (other than the SP1 Borrower) in the ordinary course
         of business for sums not overdue for a period of more than 30 days or
         being diligently contested in good faith by appropriate proceedings and
         for which adequate reserves in accordance with GAAP shall have been set
         aside on its books;

                  (g) Liens incurred by WWI or any of its Subsidiaries (other
         than the SP1 Borrower) in the ordinary course of business in connection
         with workmen's compensation, unemployment insurance or other forms of
         governmental insurance or benefits, or to secure performance of
         tenders, statutory obligations, insurance obligations, leases and
         contracts (other than for borrowed money) entered into in the ordinary
         course of business or to secure obligations on surety or appeal bonds;


                                      -83-
<Page>

                  (h) judgment Liens in existence less than 30 days after the
         entry thereof or with respect to which execution has been stayed or the
         payment of which is covered in full by a bond or (subject to a
         customary deductible) by insurance maintained with responsible
         insurance companies;

                  (i) Liens with respect to recorded minor imperfections of
         title and easements, rights-of-way, restrictions, reservations,
         permits, servitudes and other similar encumbrances on real property and
         fixtures which do not materially detract from the value or materially
         impair the use by WWI or any such Subsidiary in the ordinary course of
         their business of the property subject thereto;

                  (j) leases or subleases granted by WWI or any of its
         Subsidiaries (other than the SP1 Borrower) to any other Person in the
         ordinary course of business; and

                  (k) Liens in the nature of trustees' Liens granted pursuant to
         any indenture governing any Indebtedness permitted by SECTION 7.2.2, in
         each case in favor of the trustee under such indenture and securing
         only obligations to pay compensation to such trustee, to reimburse its
         expenses and to indemnify it under the terms thereof.


                                      -84-
<Page>

         SECTION 7.2.4. FINANCIAL CONDITION.

                  (a) FIXED CHARGE COVERAGE RATIO. WWI will not permit the Fixed
         Charge Coverage Ratio, at any time during any period set forth below,
         to be less than the amount set forth opposite such period:

                                  Fixed Charge

<Table>
<Caption>
                          PERIOD                           COVERAGE RATIO
                          ------                           --------------
         <S>                                                <C>
         4th Fiscal Quarter of Fiscal Year 2000             1.15 to 1.00
         1st Fiscal Quarter of Fiscal Year 2001             1.20 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2001             1.20 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2001             1.20 to 1.00
         4th Fiscal Quarter of Fiscal Year 2001             1.20 to 1.00
         1st Fiscal Quarter of Fiscal Year 2002             1.30 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2002             1.30 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2002             1.30 to 1.00
         4th Fiscal Quarter of Fiscal Year 2002             1.30 to 1.00
         1st Fiscal Quarter of Fiscal Year 2003             1.40 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2003             1.40 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2003             1.40 to 1.00
         4th Fiscal Quarter of Fiscal Year 2003             1.40 to 1.00
         1st Fiscal Quarter of Fiscal Year 2004             1.50 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2004             1.50 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2004             1.50 to 1.00
         4th Fiscal Quarter of Fiscal Year 2004             1.50 to 1.00
         1st Fiscal Quarter of Fiscal Year 2005             1.60 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2005             1.60 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2005             1.60 to 1.00
         4th Fiscal Quarter of Fiscal Year 2005             0.45 to 1.00
         and each Fiscal Quarter thereafter
</Table>


                                      -85-
<Page>

                  (b) DEBT TO EBITDA RATIO. WWI will not permit the Debt to
         EBITDA Ratio as of the end of any Fiscal Quarter occurring during any
         period set forth below to be greater than the ratio set forth opposite
         such period:

<Table>
<Caption>
                                                             Debt to
                          Period                           EBITDA Ratio
                          ------                           ------------
         <S>                                               <C>
         4th Fiscal Quarter of Fiscal Year 2000            5.75 to 1.00
         1st Fiscal Quarter of Fiscal Year 2001            5.00 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2001            5.00 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2001            5.00 to 1.00
         4th Fiscal Quarter of Fiscal Year 2001            5.00 to 1.00
         1st Fiscal Quarter of Fiscal Year 2002            4.50 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2002            4.50 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2002            4.50 to 1.00
         4th Fiscal Quarter of Fiscal Year 2002            4.50 to 1.00
         1st Fiscal Quarter of Fiscal Year 2003            4.00 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2003            4.00 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2003            4.00 to 1.00
         4th Fiscal Quarter of Fiscal Year 2003            4.00 to 1.00
         1st Fiscal Quarter of Fiscal Year 2004            3.50 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2004            3.50 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2004            3.50 to 1.00
         4th Fiscal Quarter of Fiscal Year 2004            3.50 to 1.00
         1st Fiscal Quarter of Fiscal Year 2005            3.00 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2005            3.00 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2005            3.00 to 1.00
         4th Fiscal Quarter of Fiscal Year 2005            3.00 to 1.00
         1st Fiscal Quarter of Fiscal Year 2006            2.50 to 1.00
         and each Fiscal Quarter thereafter
</Table>


                                      -86-
<Page>

                  (c) INTEREST COVERAGE RATIO. WWI will not permit the Interest
         Coverage Ratio as of the end of any Fiscal Quarter occurring during any
         period set forth below to be less than the ratio set forth opposite
         such period:

<Table>
<Caption>
                                                        Interest Coverage
                          Period                             Ratio
                          ------                        -----------------
         <S>                                              <C>
         4th Fiscal Quarter of Fiscal Year 2000           1.45 to 1.00
         1st Fiscal Quarter of Fiscal Year 2001           1.60 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2001           1.60 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2001           1.60 to 1.00
         4th Fiscal Quarter of Fiscal Year 2001           1.60 to 1.00
         1st Fiscal Quarter of Fiscal Year 2002           1.75 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2002           1.75 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2002           1.75 to 1.00
         4th Fiscal Quarter of Fiscal Year 2002           1.75 to 1.00
         1st Fiscal Quarter of Fiscal Year 2003           1.90 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2003           1.90 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2003           1.90 to 1.00
         4th Fiscal Quarter of Fiscal Year 2003           1.90 to 1.00
         1st Fiscal Quarter of Fiscal Year 2004           2.10 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2004           2.10 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2004           2.10 to 1.00
         4th Fiscal Quarter of Fiscal Year 2004           2.10 to 1.00
         1st Fiscal Quarter of Fiscal Year 2005           2.30 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2005           2.30 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2005           2.30 to 1.00
         4th Fiscal Quarter of Fiscal Year 2005           2.30 to 1.00
         1st Fiscal Quarter of Fiscal Year 2006           2.50 to 1.00
         and each Fiscal Quarter thereafter
</Table>


                                      -87-
<Page>

                  (d) SENIOR DEBT TO EBITDA RATIO. WWI will not permit the
         Senior Debt to EBITDA Ratio, as of the end of any Fiscal Quarter
         occurring during any period set forth below, to be greater than the
         ratio set forth opposite such period:

<Table>
<Caption>
                                                        Senior Debt to
                          Period                         EBITDA Ratio
                          ------                        --------------
         <S>                                             <C>
         4th Fiscal Quarter of Fiscal Year 2000          3.50 to 1.00
         1st Fiscal Quarter of Fiscal Year 2001          3.00 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2001          3.00 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2001          3.00 to 1.00
         4th Fiscal Quarter of Fiscal Year 2001          3.00 to 1.00
         1st Fiscal Quarter of Fiscal Year 2002          2.50 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2002          2.50 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2002          2.50 to 1.00
         4th Fiscal Quarter of Fiscal Year 2002          2.50 to 1.00
         1st Fiscal Quarter of Fiscal Year 2003          2.00 to 1.00
         2nd Fiscal Quarter of Fiscal Year 2003          2.00 to 1.00
         3rd Fiscal Quarter of Fiscal Year 2003          2.00 to 1.00
         4th Fiscal Quarter of Fiscal Year 2003          2.00 to 1.00
         1st Fiscal Quarter of Fiscal Year 2004          1.50 to 1.00
         and each Fiscal Quarter thereafter
</Table>

         SECTION 7.2.5. INVESTMENTS. Each of the Borrowers will not, and will
not permit any of its respective Subsidiaries to, make, incur, assume or suffer
to exist any Investment in any other Person, except:

                  (a) Investments existing on the date hereof and identified in
         ITEM 7.2.5(A) ("Ongoing Investments") of the Disclosure Schedule;

                  (b) Cash Equivalent Investments;

                  (c) without duplication, Investments permitted as Indebtedness
         pursuant to SECTION 7.2.2;

                  (d) without duplication, Investments permitted as Capital
         Expenditures pursuant to SECTION 7.2.7;

                  (e) Investments by WWI in any of its Subsidiaries which have
         executed Guaranties, or by any such Subsidiary (other than the SP1
         Borrower) in any of its Subsidiaries, by way of contributions to
         capital;


                                      -88-
<Page>

                  (f) Investments made by WWI or any of its Subsidiaries (other
         than the SP1 Borrower), solely with proceeds which have been
         contributed, directly or indirectly, to such Subsidiary as cash equity
         from holders of WWI's common stock for the purpose of making an
         Investment identified in a notice to the Administrative Agent on or
         prior to the date that such capital contribution is made;

                  (g) Investments by WWI or any of its Subsidiaries (other than
         the SP1 Borrower) to the extent the consideration received pursuant to
         CLAUSE (B)(I) of SECTION 7.2.9 is not all cash;

                  (h) Investments by WWI or any of its Subsidiaries in Weight
         Watchers Sweden AB Vikt-Vaktarna and Weight Watchers Suomi Oy to the
         extent that such Investments are for the purpose of acquiring any
         Capital Securities of such Subsidiaries not owned by WWI and its
         Subsidiaries on September 29, 1999, in an aggregate amount not to
         exceed $10,000,000;

                  (i) other Investments (not constituting Capital Expenditures
         attributable to the expenditure of Base Amounts) made by WWI or any of
         the Guarantors (other than the SP1 Borrower) in an aggregate amount,
         not to exceed $30,000,000;

                  (j) other Investments made by any Non-Guarantor Subsidiary in
         another Non- Guarantor Subsidiary;

                  (k) other Investments made by WWI or any Subsidiary in
         Qualified Assets, to the extent permitted under CLAUSE (B) of SECTION
         3.1.1;

                  (l) Investments made by WWI in the Designated Subsidiary in an
         aggregate amount not to exceed $1,500,000;

                  (m) Investments permitted under SECTION 7.2.6(B)(II)

                  (n) Investments by the Borrower or any Subsidiary constituting
         Permitted Acquisitions; and

                  (o) the Transaction;

PROVIDED, HOWEVER, that

                           (i) any Investment which when made complies with the
                  requirements of the definition of the term "Cash Equivalent
                  Investment" may continue to be held notwithstanding that such
                  Investment if made thereafter would not comply with such
                  requirements;


                                      -89-
<Page>

                           (ii) the Investments permitted above shall only be
                  permitted to be made to the extent not prohibited in whole or
                  in part by the terms of the Senior Subordinated Note
                  Indenture;

                           (iii) no Investment otherwise permitted by CLAUSE
                  (E), (F), (G) or (I) shall be permitted to be made if,
                  immediately before or after giving effect thereto, any Default
                  shall have occurred and be continuing ; and

                           (iv) except as permitted under CLAUSE (A) above, no
                  more than $2,000,000 of Investments may be made in the
                  Designated Subsidiary unless the Designated Subsidiary shall
                  have taken the actions set forth in SECTION 7.1.7.

         SECTION 7.2.6. RESTRICTED PAYMENTS, ETC. On and at all times after
September 29, 1999.

                  (a) WWI will not declare, pay or make any dividend or
         distribution (in cash, property or obligations) on any shares of any
         class of Capital Securities (now or hereafter outstanding) of WWI or on
         any warrants, options or other rights with respect to any shares of any
         class of Capital Securities (now or hereafter outstanding) of WWI
         (other than dividends or distributions payable in its common stock or
         warrants to purchase its common stock or splits or reclassifications of
         its stock into additional or other shares of its common stock) or
         apply, or permit any of its Subsidiaries to apply, any of its funds,
         property or assets to the purchase, redemption, sinking fund or other
         retirement of, or agree or permit any of its Subsidiaries to purchase
         or redeem, any shares of any class of Capital Securities (now or
         hereafter outstanding) of WWI, or warrants, options or other rights
         with respect to any shares of any class of Capital Securities (now or
         hereafter outstanding, including but not limited to the WWI Preferred
         Shares) of WWI (collectively, "RESTRICTED PAYMENTS"); PROVIDED, that
         (x) WWI may make dividend payments under the WWI Preferred Shares so
         long as no Default has occurred under this Agreement or the Senior
         Subordinated Note Indenture or would result therefrom, (y) WWI may use
         50% of Net Equity Proceeds retained by WWI or its Subsidiaries under
         CLAUSE (D) of SECTION 3.1.1, solely for the redemption, in whole or in
         part, of such WWI Preferred Shares and (z) WWI may repurchase its stock
         held by employees constituting management, in an amount not to exceed
         $1,000,000 in any Fiscal Year and an aggregate amount of $4,000,000
         (amounts unused in any Fiscal Year may be used in the immediately
         succeeding Fiscal Year);

                  (b) WWI will not, and will not permit any of its Subsidiaries
         to

                           (i) make any payment or prepayment of principal of,
                  or interest on, any Senior Subordinated Notes (A) on any day
                  other than, in the case of interest only, the stated,
                  scheduled date for such payment of interest set forth in the
                  applicable Senior Subordinated Notes or in the Senior
                  Subordinated Note Indenture, or


                                      -90-
<Page>

                  (B) which would violate the terms of this Agreement or the
                  subordination provisions of the Senior Subordinated Note
                  Indenture; or

                           (ii) redeem, purchase or defease, any Senior
                  Subordinated Notes, unless, so long as, both before and after
                  giving effect to any such redemption, purchase or defeasance,
                  (x) the Borrower's Senior Debt to EBITDA Ratio is less than
                  2.0 to 1.0, (y) the Borrower's Debt to EBITDA Ratio is less
                  than 3.5 to 1.0 and (z) the Borrower shall at the time of any
                  such redemption, purchase or defeasance (unless otherwise
                  consented to by the Required Lenders) maintain at least $30
                  million of unused Revolving Loan Commitments; and

                  (c) WWI will not, and will not permit any Subsidiary to, make
         any deposit for any of the foregoing purposes (except in connection
         with any permitted expenditure described in clauses (A) and (B) above).

         SECTION 7.2.7. CAPITAL EXPENDITURES, ETC. Each of the Borrowers will
not, and will not permit any of its respective Subsidiaries to, make or commit
to make Capital Expenditures (other than (w) Permitted Acquisitions, (x)
investments under (1) CLAUSE (J) of SECTION 7.2.5 and (2) CLAUSE (I) of SECTION
7.2.5 to the extent, in the case of this CLAUSE (2), that the aggregate amount
of such investments does not exceed $30,000,000 (it being understood that
Capital Expenditures may be made pursuant to this CLAUSE (X) whether or not
constituting "Investments", but shall be treated as such for the purposes of
said Sections), (y) nonrecurring restructuring costs and Transaction and related
expenses and (z) proceeds of capital contributions used for Capital Expenditures
in any Fiscal Year by WWI and its Subsidiaries (other than the SP1 Borrower),
except, to the extent not prohibited in whole or in part by the terms of the
Senior Subordinated Note Indenture, Capital Expenditures which do not aggregate
in excess of the amount set forth below opposite such Fiscal Year:

<Table>
<Caption>
                                                Maximum Capital
       Fiscal Year                               Expenditures
       -----------                               ------------
<S>                                               <C>
2000                                              $5,000,000
2001                                              $7,500,000
2002                                              $8,000,000
2003                                              $8,500,000
2004                                              $9,000,000
2005 and thereafter                               $9,500,000
</Table>


                                      -91-
<Page>

PROVIDED, HOWEVER, that (i) to the extent the amount of Capital Expenditures
permitted to be made in any Fiscal Year pursuant to the table set forth above
without giving effect to this CLAUSE (I) (the "BASE AMOUNT") exceeds the
aggregate amount of Capital Expenditures actually made during such Fiscal Year,
such excess amount may be carried forward to (but only to) the next succeeding
Fiscal Year (any such amount to be certified by WWI to the Administrative Agent
in the Compliance Certificate delivered for the last Fiscal Quarter of such
Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year
shall be deemed to be used prior to WWI and its Subsidiaries using the Base
Amount for such succeeding Fiscal Year, without giving effect to such
carry-forward).

         SECTION 7.2.8. CONSOLIDATION, MERGER, ETC. Each of the Borrowers will
not, and will not permit any of its respective Subsidiaries to, liquidate or
dissolve, consolidate with, or merge into or with, any other corporation, or
purchase or otherwise acquire all or substantially all of the assets of any
Person (or of any division thereof) except

                  (a) any such Subsidiary (other than the SP1 Borrower) may
         liquidate or dissolve voluntarily into, and may merge with and into,
         WWI (so long as WWI is the surviving corporation of such combination or
         merger) or any other Subsidiary (other than the SP1 Borrower), and the
         assets or stock of any Subsidiary may be purchased or otherwise
         acquired by WWI or any other Subsidiary (other than the SP1 Borrower);
         PROVIDED, that notwithstanding the above, (i) a Subsidiary may only
         liquidate or dissolve into, or merge with and into, another Subsidiary
         of WWI (other than the SP1 Borrower) if, after giving effect to such
         combination or merger, WWI continues to own (directly or indirectly),
         and the Administrative Agent continues to have pledged to it pursuant
         to a supplement to the WWI Pledge Agreement, a percentage of the issued
         and outstanding shares of Capital Securities (on a fully diluted basis)
         of the Subsidiary surviving such combination or merger that is equal to
         or in excess of the percentage of the issued and outstanding shares of
         Capital Securities (on a fully diluted basis) of the Subsidiary that
         does not survive such combination or merger that was (immediately prior
         to the combination or merger) owned by WWI or pledged to the
         Administrative Agent and (ii) if such Subsidiary is a Guarantor the
         surviving corporation must be a Guarantor;

                  (b) so long as no Default has occurred and is continuing or
         would occur after giving effect thereto, WWI or any of their
         Subsidiaries (other than the SP1 Borrower) may make Investments
         permitted under SECTION 7.2.5 (including any Permitted Acquisition);
         and

                  (c) a Subsidiary may merge with another Person in a
         transaction permitted by CLAUSE (B) of SECTION 7.2.9.

         SECTION 7.2.9. ASSET DISPOSITIONS, ETC. Subject to the definition of
Change of Control, each of the Borrowers will not, and will not permit any of
its respective Subsidiaries to, Dispose


                                      -92-
<Page>

of all or any part of its assets, whether now owned or hereafter acquired
(including accounts receivable and Capital Securities of Subsidiaries) to any
Person, unless

                  (a) such Disposition is made by WWI or any of its Subsidiaries
         (other than the SP1 Borrower) and is (i) in the ordinary course of its
         business (and does not constitute a Disposition of all or a substantial
         part of WWI or such Subsidiary's assets) or is of obsolete or worn out
         property or (ii) permitted by CLAUSE (A) or (B) of SECTION 7.2.8;

                  (b) (i) such Disposition (other than of Capital Securities) is
         made by WWI or any of its Subsidiaries (other than the SP1 Borrower)
         and is for fair market value and the consideration consists of no less
         than 75% in cash, (ii) the Net Disposition Proceeds received from such
         Disposition, together with the Net Disposition Proceeds of all other
         assets sold, transferred, leased, contributed or conveyed pursuant to
         this CLAUSE (B) since September 29, 1999, does not exceed (individually
         or in the aggregate) $20,000,000 over the term of this Agreement and
         (iii) the Net Disposition Proceeds generated from such Disposition not
         theretofore reinvested in Qualified Assets in accordance with CLAUSE
         (B) of SECTION 3.1.1 (with the amount permitted to be so reinvested in
         Qualified Assets in any event not to exceed $7,500,000 over the term of
         this Agreement) is applied as Net Disposition Proceeds to prepay the
         Loans pursuant to the terms of CLAUSE (B) of SECTION 3.1.1 and SECTION
         3.1.2; or

                  (c) such Disposition is made pursuant to a Local Management
         Plan.

         SECTION 7.2.10. MODIFICATION OF CERTAIN AGREEMENTS.

                  (a) Each of the Borrowers will not, and will not permit any of
         its respective Subsidiaries to, consent to any amendment, supplement,
         amendment and restatement, waiver or other modification of any of the
         terms or provisions contained in, or applicable to, the
         Recapitalization Agreement or the Purchase Agreement or any schedules,
         exhibits or agreements related thereto, in each case which would
         adversely affect the rights or remedies of the Lenders, or WWI's or any
         Subsidiary's ability to perform hereunder or under any Loan Document or
         which would increase the purchase price with respect to the
         Transaction.

                  (b) Except as otherwise permitted pursuant to the terms of
         this Agreement, without the prior written consent of the Required
         Lenders, WWI will not consent to any amendment, supplement or other
         modification of any of the terms or provisions contained in, or
         applicable to, any Subordinated Debt (including the Senior Subordinated
         Note Indenture or any of the Senior Subordinated Notes), or any
         guarantees delivered in connection with any Subordinated Debt
         (including any Subordinated Guaranty) (collectively, the "RESTRICTED
         AGREEMENTS"), or make any payment in order to obtain an amendment
         thereof or change thereto, if the effect of such amendment, supplement,
         modification or change is to (i) increase the principal amount of, or
         increase the interest


                                      -93-
<Page>

         rate on, or add or increase any fee with respect to such Subordinated
         Debt or any such Restricted Agreement, advance any dates upon which
         payments of principal or interest are due thereon or change any of the
         covenants with respect thereto in a manner which is more restrictive to
         WWI or any of its Subsidiaries or (ii) change any event of default or
         condition to an event of default with respect thereto, change the
         redemption, prepayment or defeasance provisions thereof, change the
         subordination provisions thereof, or change any collateral therefor
         (other than to release such collateral), if (in the case of this CLAUSE
         (B)(II)), the effect of such amendment or change, individually or
         together with all other amendments or changes made, is to increase the
         obligations of the obligor thereunder or to confer any additional
         rights on the holders of such Subordinated Debt, or any such Restricted
         Agreement (or a trustee or other representative on their behalf).

         SECTION 7.2.11. TRANSACTIONS WITH AFFILIATES. Each of the Borrowers
will not, and will not permit any of its respective Subsidiaries to, enter into,
or cause, suffer or permit to exist any arrangement or contract with any of
their other Affiliates (other than any Obligor)

                  (a) unless (i) such arrangement or contract is fair and
         equitable to WWI or such Subsidiary and is an arrangement or contract
         of the kind which would be entered into by a prudent Person in the
         position of the Borrowers or such Subsidiary with a Person which is not
         one of their Affiliates; (ii) if such arrangement or contract involves
         an amount in excess of $5,000,000, the terms of such arrangement or
         contract are set forth in writing and a majority of directors of WWI
         have determined in good faith that the criteria set forth in clause (i)
         are satisfied and have approved such arrangement or contract as
         evidenced by appropriate resolutions of the board of directors of WWI
         or the relevant Subsidiary; or (iii) if such arrangement or contract
         involves an amount in excess of $25,000,000, the board of directors
         shall also have received a written opinion from an investment banking,
         accounting or appraisal firm of national prominence that is not an
         Affiliate of WWI to the effect that such arrangement or contract is
         fair, from a financial standpoint, to WWI and its Subsidiaries; and

                  (b) except that, so long as no Default or Event of Default has
         occurred and is continuing or would be caused thereby, WWI and its
         Subsidiaries may pay (i) annual management, consulting, monitoring and
         advisory fees to The Invus Group, Ltd. in an aggregate total amount in
         any Fiscal Year not to exceed the greater of (x) $1,000,000 and (y)
         1.0% of EBITDA for the relevant period, and any related out-of-pocket
         expenses and (ii) fees to The Invus Group, Ltd. and its Affiliates in
         connection with any acquisition or divestiture transaction entered into
         by WWI or any Subsidiary; PROVIDED, HOWEVER, that the aggregate amount
         of fees paid to The Invus Group, Ltd. and its Affiliates in respect of
         any acquisition or divestiture transaction shall not exceed 1% of the
         total amount of such transaction.

         SECTION 7.2.12. NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC. Each of
the Borrowers will not, and will not permit any of its respective Subsidiaries
to, enter into any agreement


                                      -94-
<Page>

(excluding (i) any restrictions existing under the Loan Documents or, in the
case of CLAUSES (A)(I) and (B), any other agreements in effect on the date
hereof, (ii) in the case of CLAUSES (A)(I) and (B), any restrictions with
respect to a Subsidiary imposed pursuant to an agreement which has been entered
into in connection with the sale or disposition of all or substantially all of
the Capital Securities or assets of such Subsidiary pursuant to a transaction
otherwise permitted hereby, (iii) in the case of CLAUSE (A), restrictions in
respect of Indebtedness secured by Liens permitted by SECTION 7.2.3, but only to
the extent such restrictions apply to the assets encumbered thereby, (iv) in the
case of CLAUSE (A), restrictions under the Senior Subordinated Note Indenture or
(v) any restrictions existing under any agreement that amends, refinances or
replaces any agreement containing the restrictions referred to in CLAUSE (I),
(II) or (III) above; PROVIDED, that the terms and conditions of any such
agreement referred to in CLAUSE (I), (II) or (III) are not materially less
favorable to the Lenders or materially more restrictive to any Obligor a party
thereto than those under the agreement so amended, refinanced or replaced)
prohibiting

                  (a) the (i) creation or assumption of any Lien upon its
         properties, revenues or assets, whether now owned or hereafter
         acquired, or (ii) ability of WWI or any other Obligor to amend or
         otherwise modify this Agreement or any other Loan Document; or

                  (b) the ability of any Subsidiary to make any payments,
         directly or indirectly, to the Borrowers by way of dividends, advances,
         repayments of loans or advances, reimbursements of management and other
         intercompany charges, expenses and accruals or other returns on
         investments, or any other agreement or arrangement which restricts the
         ability of any such Subsidiary to make any payment, directly or
         indirectly, to the Borrowers.

         SECTION 7.2.13. STOCK OF SUBSIDIARIES. Each of the Borrowers will not
(other than WWI in connection with a Permitted Acquisition or an Investment),
and will not permit any of its respective Subsidiaries to issue any Capital
Securities (whether for value or otherwise) to any Person other than WWI or
another Wholly-owned Subsidiary of WWI except in connection with a Local
Management Plan; PROVIDED, that, WW Australia shall at all times be the record
and beneficial direct owner of all of the issued and outstanding Capital
Securities of the SP1 Borrower.

         SECTION 7.2.14. SALE AND LEASEBACK. Each of the Borrowers will not, and
will not permit any of its respective Subsidiaries to, enter into any agreement
or arrangement with any other Person providing for the leasing by WWI or any of
its Subsidiaries of real or personal property which has been or is to be sold or
transferred by WWI or any of its Subsidiaries to such other Person or to any
other Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of WWI or any of its
Subsidiaries.

         SECTION 7.2.15. FISCAL YEAR. Each of the Borrowers will not and will
not permit any of its respective Subsidiaries to change its Fiscal Year.


                                      -95-
<Page>

         SECTION 7.2.16. DESIGNATION OF SENIOR INDEBTEDNESS. WWI will not
designate any Indebtedness as "Designated Senior Indebtedness" pursuant to
clause (1) of the definition of such term in the Senior Subordinated Note
Indenture, without the consent of the Required Lenders.

         SECTION 7.3. MAINTENANCE OF SEPARATE EXISTENCE. The SP1 Borrower
covenants and agrees with the Administrative Agent, the Issuer and each Lender
as follows:

                  (a) OTHER BUSINESS. It will not engage in any business or
         enterprise or enter into any transaction other than the borrowing of
         Loans under the Agreement, and the incurrence and payment of ordinary
         course operating expenses, and as otherwise contemplated by the Loan
         Documents.

                  (b) MAINTENANCE OF SEPARATE EXISTENCE. In order to maintain
         its corporate existence separate and apart from that of WWI, any
         Subsidiary of WWI and any Affiliates thereof and any other Person, it
         will perform all necessary acts to maintain such separation, including
         without limitation,

                           (i) practicing and adhering to corporate formalities,
                  such as maintaining appropriate corporate books and records;

                           (ii) complying with Article Sixth of its certificate
                  of incorporation;

                           (iii) owning or leasing (including through shared
                  arrangements with Affiliates) all office furniture and
                  equipment necessary to operate its business;

                           (iv) refraining from (A) guaranteeing or otherwise
                  becoming liable for any obligations of any of its Affiliates
                  or any other Person, (B) having its Obligations guaranteed by
                  its Affiliates or any other Person (except as otherwise
                  contemplated by the Loan Documents), (C) holding itself out as
                  responsible for debts of any of its Affiliates or any other
                  Person or for decisions or actions with respect to the affairs
                  of any of its Affiliates or any other Person, and (D) being
                  directly or indirectly named as a direct or contingent
                  beneficiary or loss payee on any insurance policy of any
                  Affiliate;

                           (v) maintaining its deposit and other bank accounts
                  and all of its assets separate from those of any other Person;

                           (vi) maintaining its financial records separate and
                  apart from those of any other Person;

                           (vii) compensating all its employees, officers,
                  consultants and agents for services provided to it by such
                  Persons, or reimbursing any of its Affiliates in


                                      -96-
<Page>

                  respect of services provided to it by employees, officers,
                  consultants and agents of such Affiliate, out of its own
                  funds;

                           (viii) maintaining any owned or leased office space
                  separate and apart from that of any of its Affiliates (even if
                  such office space is subleased from or is on or near premises
                  occupied by any of its Affiliates);

                           (ix) accounting for and managing all of its
                  liabilities separately from those of any of its Affiliates and
                  any other Person, including, without limitation, payment
                  directly by the SP1 Borrower of all payroll, accounting and
                  other administrative expenses and taxes;

                           (x) allocating, on an arm's-length basis, all shared
                  corporate operating services, leases and expenses, including,
                  without limitation, those associated with the services of
                  shared consultants and agents and shared computer and other
                  office equipment and software;

                           (xi) refraining from filing or otherwise initiating
                  or supporting the filing of a motion in any bankruptcy or
                  other insolvency proceeding involving it, WWI, any Subsidiary
                  of WWI, any Affiliate thereof or any other Person to
                  substantively consolidate it with WWI, any Subsidiary of WWI,
                  any Affiliate thereof or any other Person;

                           (xii) remaining solvent;

                           (xiii) conducting all of its business (whether
                  written or oral) solely in its own name;

                           (xiv) refraining from commingling its assets with
                  those of any of its Affiliates or any other Person;

                           (xv) maintaining an arm's-length relationship with
                  all of its Affiliates;

                           (xvi) refraining from acquiring obligations or
                  securities of WWI, any Subsidiary of WWI or any Affiliate
                  thereof;

                           (xvii) refraining from pledging its assets for the
                  benefit of any of its Affiliates or any other Person or making
                  any loans or advances to any of its Affiliates or any other
                  Person (in each case, except as otherwise permitted pursuant
                  to the Loan Documents); and

                           (xviii) correcting any known misunderstanding
                  regarding its separate identity.


                                      -97-
<Page>

                  (c) INDEPENDENT DIRECTORS. It will not cause or allow its
         board of directors to take any action requiring the unanimous
         affirmative vote of 100% of the members of its board of directors
         unless the Independent Director(s) (as defined in the certificate of
         incorporation of the SP1 Borrower) shall have participated in such
         vote, and it shall comply in all respects with Article Seventh of its
         certificate of incorporation.

                  (d) UNANIMOUS CONSENT REQUIRED FOR CERTAIN ACTIONS. It shall
         not, without the unanimous consent of all of the members of its board
         of directors, including its independent director(s), (i) file, or
         authorize or consent to the filing of, a bankruptcy or insolvency
         petition or otherwise institute insolvency proceedings with respect to
         itself or to any other entity in which it has a direct or indirect
         legal or beneficial ownership interest, (ii) dissolve, liquidate,
         consolidate, merge, or sell all or substantially all of its assets or
         any other entity in which it has a direct or indirect legal or
         beneficial ownership interest, (iii) engage in any other business
         activity or (iv) amend Articles Third, Sixth and Seventh of its
         Certificate of Incorporation.

                  (e) NO POWERS OF ATTORNEY. The SP1 Borrower shall not grant
         any powers of attorney to any Person for any purposes except (i) for
         the purpose of permitting any Person to perform any ministerial or
         administrative functions on behalf of the SP1 Borrower which are not
         inconsistent with the terms of the Loan Documents, (ii) to the
         Administrative Agent for the purposes of the Security Agreements,
         Pledge Agreements and Guaranties, or (iii) where otherwise provided or
         permitted by the Loan Documents.

                                  ARTICLE VIII

                                    GUARANTY

         SECTION 8.1. THE GUARANTY. WWI hereby unconditionally and irrevocably
guarantees the full and prompt payment when due, whether at stated maturity, by
acceleration or otherwise (including all amounts which would have become due but
for the operation of the automatic stay under Section 362(a) of the Federal
Bankruptcy Code, 11 U.S.C. 362(a), and the operation of Sections 502(b) and
506(b) of the United States Bankruptcy Code, 11 U.S.C. ss.502(b) and ss.506(b)),
of the following (collectively, the "GUARANTEED OBLIGATIONS"),

                  (a) all Obligations of the SP1 Borrower and each other Obligor
         to the Administrative Agent and each of the Lenders now or hereafter
         existing under this Agreement and each other Loan Document, whether for
         principal, interest, fees, expenses or otherwise; and


                                      -98-
<Page>

                  (b) all other Obligations to the Administrative Agent and each
         of the Lenders now or hereafter existing under any of the Loan
         Documents, whether for principal, interest, fees, expenses or
         otherwise.

The obligations of WWI under this ARTICLE VIII constitute a guaranty of payment
when due and not of collection, and WWI specifically agrees that it shall not be
necessary or required that the Administrative Agent, any Lender or any holder of
any Note exercise any right, assert any claim or demand or enforce any remedy
whatsoever against the SP1 Borrower or any other Obligor (or any other Person)
before or as a condition to the obligations of WWI under this ARTICLE VIII.

         SECTION 8.2. GUARANTY UNCONDITIONAL. The obligations of WWI under this
ARTICLE VIII shall be construed as a continuing, absolute, unconditional and
irrevocable guaranty of payment and shall remain in full force and effect until
the Final Termination Date. WWI guarantees that the Guaranteed Obligations will
be paid strictly in accordance with the terms of the agreement, instrument or
document under which they arise, regardless of any law, regulation or order now
or hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Administrative Agent or any of the Lenders with respect thereto.
The liability of WWI hereunder shall be absolute and unconditional irrespective
of:

                  (a) any lack of validity, legality or enforceability of this
         Agreement, the Notes, the TLCs, any Rate Protection Agreement with a
         Lender or any other Loan Document or any other agreement or instrument
         relating to any thereof;

                  (b) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations, or any
         compromise, renewal, extension, acceleration or release with respect
         thereto, or any other amendment or waiver of or any consent to
         departure from this Agreement, the Notes, the TLCs, any Rate Protection
         Agreement with a Lender or any other Loan Document;

                  (c) any addition, exchange, release or non-perfection of any
         collateral, or any release or amendment or waiver of or consent to
         departure from any other guaranty, for all or any of the Guaranteed
         Obligations;

                  (d) the failure of the Administrative Agent or any Lender

                           (i) to assert any claim or demand or to enforce any
                  right or remedy against the SP1 Borrower, any other Obligor or
                  any other Person (including any other guarantor) under the
                  provisions of this Agreement, any Note, any TLC, any Rate
                  Protection Agreement with a Lender or any other Loan Document
                  or otherwise, or

                           (ii) to exercise any right or remedy against any
                  other guarantor of, or collateral securing, any of the
                  Guaranteed Obligations;


                                      -99-
<Page>

                  (e) any amendment to, rescission, waiver, or other
         modification of, or any consent to departure from, any of the terms of
         this Agreement, any Note, any TLC, any Rate Protection Agreement with a
         Lender or any other Loan Document;

                  (f) any defense, setoff or counterclaim which may at any time
         be available to or be asserted by any Obligor against the
         Administrative Agent or any Lender;

                  (g) any reduction, limitation, impairment or termination of
         the Guaranteed Obligations for any reason, including any claim of
         waiver, release, surrender, alteration or compromise, and shall not be
         subject to (and WWI hereby waives any right to or claim of) any defense
         or setoff, counterclaim, recoupment or termination whatsoever by reason
         of the invalidity, illegality, nongenuineness, irregularity,
         compromise, unenforceability of, or any other event or occurrence
         affecting, the Guaranteed Obligations or otherwise; or

                  (h) any other circumstance which might otherwise constitute a
         defense available to, or a legal or equitable discharge of, WWI, any
         other Obligor or any surety or guarantor.

         SECTION 8.3. REINSTATEMENT IN CERTAIN CIRCUMSTANCES. If at any time any
payment in whole or in part of any of the Guaranteed Obligations is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of WWI, any other Obligor or otherwise, WWI's obligations under
this ARTICLE VIII with respect to such payment shall be reinstated as though
such payment had been due but not made at such time.

         SECTION 8.4. WAIVER. WWI irrevocably waives promptness, diligence,
notice of acceptance hereof, presentment, demand, protest and any other notice
with respect to any of the Guaranteed Obligations, as well as any requirement
that at any time any action be taken by any Person against the SP1 Borrower or
any other Person.

         SECTION 8.5. POSTPONEMENT OF SUBROGATION, ETC. WWI will not exercise
any rights which it may acquire by way of rights of subrogation by any payment
made hereunder or otherwise, prior to the Final Termination Date. Any amount
paid to WWI on account of any such subrogation rights prior to Final Termination
Date shall be held in trust for the benefit of the Lenders and each holder of a
Note and/or TLC and shall immediately be paid to the Administrative Agent and
credited and applied against the Guaranteed Obligations, whether matured or
unmatured, in accordance with the terms of this Agreement; PROVIDED, HOWEVER,
that if

                  (a) WWI has made payment to the Lenders and each holder of a
         Note of all or any part of the Guaranteed Obligations, and

                  (b) the Final Termination Date has occurred,


                                     -100-
<Page>

each Lender and each holder of a Note agrees that, at WWI's request, the
Administrative Agent, on behalf of the Lenders and the holders of the Notes,
will execute and deliver to WWI appropriate documents (without recourse and
without representation or warranty) necessary to evidence the transfer by
subrogation to WWI of an interest in the Guaranteed Obligations resulting from
such payment by WWI. In furtherance of the foregoing, at all times prior to the
Final Termination Date, WWI shall refrain from taking any action or commencing
any proceeding against the SP1 Borrower (or its successors or assigns, whether
in connection with a bankruptcy proceeding or otherwise) to recover any amounts
in the respect of payments to any Lender or any holder of a Note and/or TLC;
PROVIDED, HOWEVER, that WWI may make any necessary filings solely to preserve
its claims against the SP1 Borrower.

         SECTION 8.6. STAY OF ACCELERATION. If acceleration of the time for
payment of any amount payable by the SP1 Borrower under this Agreement or any
Note or TLC is stayed upon the occurrence of any event referred to in SECTION
9.1.9 with respect to the SP1 Borrower, all such amounts otherwise subject to
acceleration under the terms of this Agreement shall nonetheless be payable by
WWI hereunder forthwith.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         SECTION 9.1. LISTING OF EVENTS OF DEFAULT. Each of the following events
or occurrences described in this SECTION 9.1 shall constitute an "EVENT OF
DEFAULT".

         SECTION 9.1.1. NON-PAYMENT OF OBLIGATIONS. Any Borrower shall default
in the payment or prepayment of any Reimbursement Obligation (including pursuant
to SECTIONS 2.6 and 2.6.2) on the applicable Disbursement Due Date or any
deposit of cash for collateral purposes on the date required pursuant to SECTION
2.6.4 or any principal of any Loan when due, or any Obligor (including WWI and
the SP1 Borrower) shall default (and such default shall continue unremedied for
a period of three Business Days) in the payment when due of any interest or
commitment fee or of any other monetary Obligation.

         SECTION 9.1.2. BREACH OF WARRANTY. Any representation or warranty of
any Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrowers or any other Obligor to the Administrative
Agent, the Issuer or any Lender for the purposes of or in connection with this
Agreement or any such other Loan Document (including any certificates delivered
pursuant to ARTICLE V) is or shall be incorrect when made in any material
respect.

         SECTION 9.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS.
Any Borrower shall default in the due performance and observance of any of its
obligations under SECTION 7.1.9 or SECTION 7.2.


                                     -101-
<Page>

         SECTION 9.1.4. NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS. Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to WWI by the Administrative Agent at the
direction of the Required Lenders.

         SECTION 9.1.5. DEFAULT ON OTHER INDEBTEDNESS. A default shall occur (i)
in the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness, other than Indebtedness
described in SECTION 9.1.1, of WWI or any of its Subsidiaries or any other
Obligor having a principal amount, individually or in the aggregate, in excess
of $1,000,000, or (ii) a default shall occur in the performance or observance of
any obligation or condition with respect to such Indebtedness having a principal
amount, individually or in the aggregate, in excess of $5,000,000 if the effect
of such default is to accelerate the maturity of any such Indebtedness or such
default shall continue unremedied for any applicable period of time sufficient
to permit the holder or holders of such Indebtedness, or any trustee or agent
for such holders, to cause such Indebtedness to become due and payable prior to
its expressed maturity.

         SECTION 9.1.6. JUDGMENTS. Any judgment or order for the payment of
money in excess of $1,000,000 (not covered by insurance from a responsible
insurance company that is not denying its liability with respect thereto) shall
be rendered against WWI or any of its Subsidiaries or any other Obligor and
remain unpaid and either

                  (a) enforcement proceedings shall have been commenced by any
         creditor upon such judgment or order; or

                  (b) there shall be any period of 60 consecutive days during
         which a stay of enforcement of such judgment or order, by reason of a
         pending appeal or otherwise, shall not be in effect.

         SECTION 9.1.7. PENSION PLANS. Any of the following events shall occur
with respect to any Pension Plan:

                  (a) the termination of any Pension Plan if, as a result of
         such termination, WWI or any Subsidiary would be required to make a
         contribution to such Pension Plan, or would reasonably expect to incur
         a liability or obligation to such Pension Plan, in excess of
         $5,000,000; or

                  (b) a contribution failure occurs with respect to any Pension
         Plan sufficient to give rise to a Lien under section 302(f) of ERISA in
         an amount in excess of $5,000,000.

         SECTION 9.1.8. CHANGE IN CONTROL. Any Change in Control shall occur.


                                     -102-
<Page>

         SECTION 9.1.9. BANKRUPTCY, INSOLVENCY, ETC. WWI or any of its
Subsidiaries (other than any Immaterial Subsidiary or the Designated Subsidiary)
or any other Obligor shall

                  (a) become insolvent or generally fail to pay, or admit in
         writing its inability or unwillingness to pay, debts as they become
         due;

                  (b) apply for, consent to, or acquiesce in, the appointment of
         a trustee, receiver, sequestrator or other custodian for WWI or any of
         its Subsidiaries or any other Obligor or any property of any thereof,
         or make a general assignment for the benefit of creditors;

                  (c) in the absence of such application, consent or
         acquiescence, permit or suffer to exist the appointment of a trustee,
         receiver, sequestrator or other custodian for WWI or any of its
         Subsidiaries or any other Obligor or for a substantial part of the
         property of any thereof, and such trustee, receiver, sequestrator or
         other custodian shall not be discharged within 60 days, provided that
         WWI or each Subsidiary and each other Obligor hereby expressly
         authorizes the Administrative Agent, the Issuer and each Lender to
         appear in any court conducting any relevant proceeding during such
         60-day period to preserve, protect and defend their rights under the
         Loan Documents;

                  (d) permit or suffer to exist the commencement of any
         bankruptcy, reorganization, debt arrangement or other case or
         proceeding under any bankruptcy or insolvency law, or any dissolution,
         winding up or liquidation proceeding, in respect of WWI or any of its
         Subsidiaries or any other Obligor, and, if any such case or proceeding
         is not commenced by WWI or such Subsidiary or such other Obligor, such
         case or proceeding shall be consented to or acquiesced in by WWI or
         such Subsidiary or such other Obligor or shall result in the entry of
         an order for relief or shall remain for 60 days undismissed, provided
         that WWI, each Subsidiary and each other Obligor hereby expressly
         authorizes the Administrative Agent, the Issuer and each Lender to
         appear in any court conducting any such case or proceeding during such
         60-day period to preserve, protect and defend their rights under the
         Loan Documents; or

                  (e) take any action (corporate or otherwise) authorizing, or
         in furtherance of, any of the foregoing.

         SECTION 9.1.10. IMPAIRMENT OF SECURITY, ETC. Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms), in whole
or in part, terminate, cease to be in full force and effect or cease to be the
legally valid, binding and enforceable obligation of any Obligor party thereto;
any Borrower or any other Obligor shall, directly or indirectly, contest in any
manner the effectiveness, validity, binding nature or enforceability thereof; or
any Lien securing any Obligation shall, in whole or in part, cease to be a
perfected first priority Lien, subject only to those exceptions expressly
permitted by such Loan Document, except to the extent any event referred to
above (a) results from the failure of the Administrative Agent to maintain
possession of certificates representing securities pledged under the WWI


                                     -103-
<Page>

Pledge Agreement or to file continuation statements under the Uniform Commercial
Code of any applicable jurisdiction or (b) is covered by a lender's title
insurance policy and the relevant insurer promptly after the occurrence thereof
shall have acknowledged in writing that the same is covered by such title
insurance policy.

         SECTION 9.1.11. SENIOR SUBORDINATED NOTES. The subordination provisions
relating to the Senior Subordinated Note Indenture (the "SUBORDINATION
PROVISIONS") shall fail to be enforceable by the Lenders (which have not
effectively waived the benefits thereof) in accordance with the terms thereof,
or the principal or interest on any Loan, Reimbursement Obligation or other
monetary Obligations shall fail to constitute Senior Debt, or the same (or any
other similar term) used to define the monetary Obligations.

         SECTION 9.1.12. REDEMPTION. Any Senior Subordinated Noteholder of any
Subordinated Debt shall file an action seeking the rescission thereof or damages
or injunctive relief relating thereto; or any event shall occur which, under the
terms of any agreement or indenture relating to Subordinated Debt, shall require
WWI or any of its Subsidiaries to purchase, redeem or otherwise acquire or offer
to purchase, redeem or otherwise acquire all or any portion of the principal
amount of the Subordinated Debt (other than as provided under SECTION 7.2.6); or
WWI or any of its Subsidiaries shall for any other reason purchase, redeem or
otherwise acquire or offer to purchase, redeem or otherwise acquire, or make any
other payments in respect of the principal amount of any such Subordinated Debt
(other than as provided under SECTION 7.2.6).

         SECTION 9.2. ACTION IF BANKRUPTCY, ETC. If any Event of Default
described in CLAUSES (A) through (D) of SECTION 9.1.9 shall occur with respect
to WWI, any Subsidiary or any other Obligor, the Commitments (if not theretofore
terminated) shall automatically terminate and the outstanding principal amount
of all outstanding Loans and all other Obligations shall automatically be and
become immediately due and payable, without notice or demand.

         SECTION 9.3. ACTION IF OTHER EVENT OF DEFAULT. If any Event of Default
(other than any Event of Default described in CLAUSES (A) through (D) of SECTION
9.1.9 with respect to WWI or any Subsidiary or any other Obligor) shall occur
for any reason, whether voluntary or involuntary, and be continuing, the
Administrative Agent, upon the direction of the Required Lenders, shall by
notice to WWI declare all or any portion of the outstanding principal amount of
the Loans and other Obligations to be due and payable, require the Borrowers to
provide cash collateral to be deposited with the Administrative Agent in an
amount equal to the Stated Amount of all issued Letters of Credit and/or declare
the Commitments (if not theretofore terminated) to be terminated, whereupon the
full unpaid amount of such Loans and other Obligations which shall be so
declared due and payable shall be and become immediately due and payable,
without further notice, demand or presentment, the Borrowers shall deposit with
the Administrative Agent cash collateral in an amount equal to the Stated Amount
of all issued Letters of Credit and/or, as the case may be, the Commitments
shall terminate.


                                     -104-
<Page>

                                    ARTICLE X

                                   THE AGENTS

         SECTION 10.1. ACTIONS. Each Lender hereby appoints Scotiabank as its
Administrative Agent and as a Lead Agent and Book Manager under and for purposes
of this Agreement, the Notes and each other Loan Document. Each Lender
authorizes the Administrative Agent to act on behalf of such Lender under this
Agreement, the Notes, the TLCs, and each other Loan Document and, in the absence
of other written instructions from the Required Lenders received from time to
time by the Administrative Agent (with respect to which the Administrative Agent
agrees that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel), to exercise such powers hereunder and thereunder
as are specifically delegated to or required of the Administrative Agent by the
terms hereof and thereof, together with such powers as may be reasonably
incidental thereto. Each Lender hereby appoints CSFB as the Syndication Agent
and as a Lead Agent and Book Manager. Each Lender hereby indemnifies (which
indemnity shall survive any termination of this Agreement) each Agent, ratably
in accordance with their respective Term Loans and TLCs outstanding and
Commitments (or, if no Term Loans, TLCs or Commitments are at the time
outstanding and in effect, then ratably in accordance with the principal amount
of Term Loans or, as the case may be, TLCs held by such Lender, and their
respective Commitments as in effect in each case on the date of the termination
of this Agreement), from and against any and all liabilities, obligations,
losses, damages, claims, costs or expenses of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted against, the
Agents in any way relating to or arising out of this Agreement, the Notes, the
TLCs and any other Loan Document, including reasonable attorneys' fees, and as
to which any Agent is not reimbursed by the Borrowers or any other Obligor (and
without limiting the obligation of the Borrowers or any other Obligor to do so);
PROVIDED, HOWEVER, that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, claims, costs or expenses
which are determined by a court of competent jurisdiction in a final proceeding
to have resulted solely from an Agent's gross negligence or willful misconduct.
The Agents shall not be required to take any action hereunder, under the Notes,
the TLCs or under any other Loan Document, or to prosecute or defend any suit in
respect of this Agreement, the Notes, the TLCs or any other Loan Document,
unless it is indemnified hereunder to its satisfaction. If any indemnity in
favor of the Agents shall be or become, in any Agent's determination,
inadequate, any Agent may call for additional indemnification from the Lenders
and cease to do the acts indemnified against hereunder until such additional
indemnity is given. Notwithstanding the foregoing, the Lead Arrangers and Book
Managers shall have no duties, obligations or liabilities under any Loan
Document.

         SECTION 10.2. FUNDING RELIANCE, ETC. Unless the Administrative Agent
shall have been notified by telephone, confirmed in writing, by any Lender by
5:00 p.m., New York time, on the day prior to a Borrowing that such Lender will
not make available the amount which would constitute its Percentage of such
Borrowing on the date specified therefor, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent and,
in reliance upon such assumption, make available to the applicable Borrower a


                                     -105-
<Page>

corresponding amount. If and to the extent that such Lender shall not have made
such amount available to the Administrative Agent, such Lender severally agrees
and the Borrowers jointly and severally agree to repay the Administrative Agent
forthwith on demand such corresponding amount together with interest thereon,
for each day from the date the Administrative Agent made such amount available
to the applicable Borrower to the date such amount is repaid to the
Administrative Agent, at the interest rate applicable at the time to Loans
comprising such Borrowing (in the case of any Borrower) and (in the case of a
Lender), at the Federal Funds Rate (for the first two Business Days after which
such amount has not been repaid, and thereafter at the interest rate applicable
to Loans comprising such Borrowing.

         SECTION 10.3. EXCULPATION. Neither any Agent nor any of their
respective directors, officers, employees or agents shall be liable to any
Lender for any action taken or omitted to be taken by it under this Agreement or
any other Loan Document, or in connection herewith or therewith, except for its
own willful misconduct or gross negligence, nor responsible for any recitals or
warranties herein or therein, nor for the effectiveness, enforceability,
validity or due execution of this Agreement or any other Loan Document, nor for
the creation, perfection or priority of any Liens purported to be created by any
of the Loan Documents, or the validity, genuineness, enforceability, existence,
value or sufficiency of any collateral security, nor to make any inquiry
respecting the performance by the Borrowers of their obligations hereunder or
under any other Loan Document. Any such inquiry which may be made by any Agent
shall not obligate it to make any further inquiry or to take any action. The
Agents shall be entitled to rely upon advice of counsel concerning legal matters
and upon any notice, consent, certificate, statement or writing which the Agents
believe to be genuine and to have been presented by a proper Person.

         SECTION 10.4. SUCCESSOR. The Syndication Agent may resign as such upon
one Business Day's notice to WWI and the Administrative Agent. The
Administrative Agent may resign as such at any time upon at least 30 days prior
notice to WWI and all Lenders. If the Administrative Agent at any time shall
resign, the Required Lenders may, with the prior consent of WWI (which consent
shall not be unreasonably withheld), appoint another Lender as a successor
Administrative Agent which shall thereupon become the Administrative Agent
hereunder. If no successor Administrative Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the retiring Administrative Agent's giving notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial banking
institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch or agency of a commercial banking institution, and having a combined
capital and surplus of at least $250,000,000; PROVIDED, HOWEVER, that if, such
retiring Administrative Agent is unable to find a commercial banking institution
which is willing to accept such appointment and which meets the qualifications
set forth in above, the retiring Administrative Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall assume and perform
all of the duties of the Administrative Agent hereunder until such time, if any,
as the Required Lenders appoint a successor as provided for above. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall be entitled to
receive from the retiring


                                     -106-
<Page>

Administrative Agent such documents of transfer and assignment as such successor
Administrative Agent may reasonably request, and shall thereupon succeed to and
become vested with all rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement. After any retiring
Administrative Agent's resignation hereunder as the Administrative Agent, the
provisions of

                  (a) this ARTICLE X shall inure to its benefit as to any
         actions taken or omitted to be taken by it while it was the
         Administrative Agent under this Agreement; and

                  (b) SECTION 11.3 and SECTION 11.4 shall continue to inure to
         its benefit.

         SECTION 10.5. CREDIT EXTENSIONS BY EACH AGENT. Each Agent shall have
the same rights and powers with respect to (x) the Credit Extensions made by it
or any of its Affiliates, and (y) the Notes or TLCs held by it or any of its
Affiliates as any other Lender and may exercise the same as if it were not an
Agent. Each Agent and its respective Affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with any Borrower or any
Subsidiary or Affiliate of WWI, as if such Agent were not an Agent hereunder.

         SECTION 10.6. CREDIT DECISIONS. Each Lender acknowledges that it has,
independently of each Agent and each other Lender, and based on such Lender's
review of the financial information of the Borrowers, this Agreement, the other
Loan Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such Lender
has deemed appropriate, made its own credit decision to extend its Commitments.
Each Lender also acknowledges that it will, independently of each Agent and each
other Lender, and based on such other documents, information and investigations
as it shall deem appropriate at any time, continue to make its own credit
decisions as to exercising or not exercising from time to time any rights and
privileges available to it under this Agreement or any other Loan Document.

         SECTION 10.7. COPIES, ETC. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by any Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by such Borrower). The
Administrative Agent will distribute to each Lender each document or instrument
received for its account and copies of all other communications received by the
Administrative Agent from any Borrower for distribution to the Lenders by the
Administrative Agent in accordance with the terms of this Agreement.

         SECTION 10.8. RELIANCE BY THE ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telecopy, telegram or cable)
believed by it to be genuine and correct and to have been signed or sent by or
on behalf of the proper Person, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Administrative Agent.
As to any matters not expressly provided for by this Agreement or any other Loan
Document, the


                                     -107-
<Page>

Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with instructions
given by the Required Lenders or all of the Lenders as is required in such
circumstance, and such instructions of such Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders. For
purposes of applying amounts in accordance with this Section, the Administrative
Agent shall be entitled to rely upon any Secured Party that has entered into a
Rate Protection Agreement with any Obligor for a determination (which such
Secured Party agrees to provide or cause to be provided upon request of the
Administrative Agent) of the outstanding Secured Obligations owed to such
Secured Party under any Rate Protection Agreement. Unless it has actual
knowledge evidenced by way of written notice from any such Secured Party and any
Borrower to the contrary, the Administrative Agent, in acting hereunder and
under each other Loan Document, shall be entitled to assume that no Rate
Protection Agreements or Obligations in respect thereof are in existence or
outstanding between any Secured Party and any Obligor.

         SECTION 10.9. DEFAULTS. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received notice from a Lender or any Borrower
specifying such Default and stating that such notice is a "Notice of Default".
In the event that the Administrative Agent receives such a notice of the
occurrence of a Default, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall (subject to SECTION 11.1)
take such action with respect to such Default as shall be directed by the
Required Lenders; PROVIDED, THAT unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default as it shall deem advisable in the best interest of the Lenders
except to the extent that this Agreement expressly requires that such action be
taken, or not be taken, only with the consent or upon the authorization of the
Required Lenders or all Lenders.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.1. WAIVERS, AMENDMENTS, ETC. The provisions of this
Agreement and of each other Loan Document may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Borrowers and the Required Lenders; PROVIDED, HOWEVER, that
no such amendment, modification or waiver shall:

                  (a) modify this SECTION 11.1 without the consent of all
         Lenders;

                  (b) increase the aggregate amount of any Lender's Percentage
         of any Commitment Amount, increase the aggregate amount of any Loans or
         TLCs required to be made or purchased by a Lender pursuant to its
         Commitments, extend the final Commitment Termination Date of Credit
         Extensions made (or participated in) by a


                                     -108-
<Page>

         Lender or reduce any fees described in ARTICLE III payable to any
         Lender without the consent of such Lender;

                  (c) extend the final Stated Maturity Date for any Lender's
         Loan or TLC, or reduce the principal amount of or rate of interest on
         any Lender's Loan or TLC or extend the date on which scheduled payments
         of principal, or payments of interest or fees are payable in respect of
         any Lender's Loans or TLCs, in each case, without the consent of such
         Lender (it being understood and agreed, however, that any vote to
         rescind any acceleration made pursuant to SECTION 9.2 and SECTION 9.3
         of amounts owing with respect to the Loans, TLCs and other Obligations
         shall only require the vote of the Required Lenders);

                  (d) reduce the percentage set forth in the definition of
         "Required Lenders" or any requirement hereunder that any particular
         action be taken by all Lenders without the consent of all Lenders;

                  (e) increase the Stated Amount of any Letter of Credit or
         extend the Stated Expiry Date of any Letter of Credit to a date which
         is subsequent to the Revolving Loan Commitment Termination Date, in
         each case, unless consented to by the Issuer of such Letter of Credit;

                  (f) except as otherwise expressly provided in this Agreement
         or another Loan Document, release (i) any Guarantor from its
         obligations under a Guaranty other than in connection with a
         Disposition of all or substantially all of the Capital Securities of
         such Guarantor in a transaction permitted by SECTION 7.2.9 as in effect
         from time to time or (ii) all or substantially all of the collateral
         under the Loan Documents, in either case without the consent of all
         Lenders;

                  (g) change any of the terms of CLAUSE (C) of SECTION 2.1.4 or
         SECTION 2.3.2 without the consent of the Swingline Lender; or

                  (h) affect adversely the interests, rights or obligations of
         the Administrative Agent (in its capacity as the Administrative Agent),
         the Syndication Agent (in its capacity as the Syndication Agent) or any
         Issuer (in its capacity as Issuer), unless consented to by the
         Administrative Agent, the Syndication Agent or such Issuer, as the case
         may be.

No failure or delay on the part of the Administrative Agent, the Syndication
Agent, any Issuer or any Lender in exercising any power or right under this
Agreement or any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No notice to or demand on any Borrower or any other Obligor in any case shall
entitle it to any notice or demand in similar or other circumstances. No waiver
or approval by the Administrative Agent, the Syndication Agent, any Issuer or
any Lender under this Agreement or any other Loan Document shall, except as may
be otherwise stated in such waiver or approval, be applicable to


                                     -109-
<Page>

subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

         SECTION 11.2. NOTICES. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by facsimile and addressed, delivered or transmitted to such party at
its address or facsimile number set forth on SCHEDULE III hereto or set forth in
the Lender Assignment Agreement or at such other address or facsimile number as
may be designated by such party in a notice to the other parties. Any notice, if
mailed and properly addressed with postage prepaid or if properly addressed and
sent by pre- paid courier service, shall be deemed given when received; any
notice, if transmitted by facsimile, shall be deemed given when transmitted
(telephonic confirmation in the case of facsimile).

         SECTION 11.3. PAYMENT OF COSTS AND EXPENSES. The Borrowers jointly and
severally agree to pay on demand all reasonable expenses of the Administrative
Agent (including the reasonable fees and out-of-pocket expenses of Mayer, Brown
& Platt, special New York counsel to the Administrative Agent and of local
counsel, if any, who may be retained by counsel to the Administrative Agent) in
connection with:

                  (a) the syndication by the Agents of the Loans, the TLCs, the
         negotiation, preparation, execution and delivery of this Agreement and
         of each other Loan Document, including schedules and exhibits, and any
         amendments, waivers, consents, supplements or other modifications to
         this Agreement or any other Loan Document as may from time to time
         hereafter be required, whether or not the transactions contemplated
         hereby are consummated;

                  (b) the filing, recording, refiling or rerecording of each
         Mortgage, each Pledge Agreement and each Security Agreement and/or any
         Uniform Commercial Code financing statements or other instruments
         relating thereto and all amendments, supplements and modifications to
         any thereof and any and all other documents or instruments of further
         assurance required to be filed or recorded or refiled or rerecorded by
         the terms hereof or of such Mortgage, Pledge Agreement or Security
         Agreement; and

                  (c) the preparation and review of the form of any document or
         instrument relevant to this Agreement or any other Loan Document.

The Borrowers further jointly and severally agree to pay, and to save each
Agent, the Issuer and the Lenders harmless from all liability for, any stamp or
other similar taxes which may be payable in connection with the execution or
delivery of this Agreement, the Credit Extensions made hereunder, or the
issuance of the Notes, the TLCs and Letters of Credit or any other Loan
Documents. The Borrowers also agree to reimburse the Administrative Agent, the
Issuer and each Lender upon demand for all reasonable out-of-pocket expenses
(including attorneys' fees and legal expenses) incurred by the Administrative
Agent, the Issuer or such Lender in


                                     -110-
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connection with (x) the negotiation of any restructuring or "work-out", whether
or not consummated, of any Obligations and (y) the enforcement of any
Obligations.

         SECTION 11.4. INDEMNIFICATION. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrowers hereby jointly and severally indemnify, exonerate and hold the
Administrative Agent, the Syndication Agent, the Issuer and each Lender and each
of their respective Affiliates, and each of their respective partners, officers,
directors, employees and agents, and each other Person controlling any of the
foregoing within the meaning of either Section 15 of the Securities Act of 1933,
as amended, or Section 20 of the Securities Exchange Act of 1934, as amended
(collectively, the "INDEMNIFIED PARTIES"), free and harmless from and against
any and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses actually incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for which
indemnification hereunder is sought), including reasonable attorneys' fees and
disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to

                  (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of any Credit
         Extension;

                  (b) the entering into and performance of this Agreement and
         any other Loan Document by any of the Indemnified Parties (including
         any action brought by or on behalf of any Borrower as the result of any
         determination by the Required Lenders pursuant to ARTICLE V not to make
         any Credit Extension);

                  (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by WWI or any of its Subsidiaries
         of all or any portion of the stock or assets of any Person, whether or
         not the Administrative Agent, the Syndication Agent, the Issuer or such
         Lender is party thereto;

                  (d) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the protection of the environment or the Release by WWI or any of its
         Subsidiaries of any Hazardous Material;

                  (e) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or releases from, any real
         property owned or operated by WWI or any Subsidiary thereof of any
         Hazardous Material present on or under such property in a manner giving
         rise to liability at or prior to the time WWI or such Subsidiary owned
         or operated such property (including any losses, liabilities, damages,
         injuries, costs, expenses or claims asserted or arising under any
         Environmental Law), regardless of whether caused by, or within the
         control of, WWI or such Subsidiary; or

                  (f) each Lender's Environmental Liability (the indemnification
         herein shall survive repayment of the Notes and the TLCs and any
         transfer of the property of WWI or


                                     -111-
<Page>

         any of its Subsidiaries by foreclosure or by a deed in lieu of
         foreclosure for any Lender's Environmental Liability, regardless of
         whether caused by, or within the control of, WWI or such Subsidiary);

except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct. WWI, the Borrowers and their permitted
successors and assigns hereby waive, release and agree not to make any claim, or
bring any cost recovery action against, the Administrative Agent, the
Syndication Agent, the Issuer or any Lender under CERCLA or any state
equivalent, or any similar law now existing or hereafter enacted, except to the
extent arising out of the gross negligence or willful misconduct of any
Indemnified Party. It is expressly understood and agreed that to the extent that
any of such Persons is strictly liable under any Environmental Laws, any
Borrower's obligation to such Person under this indemnity shall likewise be
without regard to fault on the part of such Borrower with respect to the
violation or condition which results in liability of such Person. If and to the
extent that the foregoing undertaking may be unenforceable for any reason, each
of the Borrowers hereby jointly and severally agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

         SECTION 11.5. SURVIVAL. The obligations of the Borrowers under SECTIONS
4.3, 4.4, 4.5, 4.6, 11.3 and 11.4, and the obligations of the Lenders under
SECTIONS 4.8 and 10.1, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations, the termination or expiration
of all Letters of Credit and the termination of all Commitments. The
representations and warranties made by the Borrowers and each other Obligor in
this Agreement and in each other Loan Document shall survive the execution and
delivery of this Agreement and each such other Loan Document.

         SECTION 11.6. SEVERABILITY. Any provision of this Agreement or any
other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such provision and such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction.

         SECTION 11.7. HEADINGS. The various headings of this Agreement and of
each other Loan Document are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or such other Loan Document or
any provisions hereof or thereof.

         SECTION 11.8. EXECUTION IN COUNTERPARTS. This Agreement may be executed
by the parties hereto in several counterparts each of which shall be deemed to
be an original and all of which shall constitute together but one and the same
agreement.

         SECTION 11.9. GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT, THE
NOTES, THE TLCS AND EACH OTHER LOAN DOCUMENT (OTHER THAN THE


                                     -112-
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LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN A LOAN DOCUMENT), INCLUDING PROVISIONS WITH RESPECT TO
INTEREST, LOAN CHARGES AND COMMITMENT FEES, SHALL EACH BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK). EACH LETTER OF CREDIT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED
IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE
INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NUMBER 590 (THE "ISP RULES")) AND, AS TO MATTERS NOT GOVERNED BY
THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement and
the other Loan Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and thereof and
supersede any prior agreements, written or oral, with respect thereto.

         SECTION 11.10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, HOWEVER, that:

                  (a) none of the Borrowers may assign or transfer its rights or
         obligations hereunder without the prior written consent of the
         Administrative Agent and all Lenders; and

                  (b) the rights of sale, assignment and transfer of the Lenders
         are subject to SECTION 11.11.

         SECTION 11.11. SALE AND TRANSFER OF LOANS AND NOTES; PARTICIPATIONS IN
LOANS, NOTES AND TLCS. Each Lender may assign, or sell participations in, its
Loans, its TLCs, Letters of Credit and Commitments to one or more other Persons,
on a non PRO RATA basis, in accordance with this SECTION 11.11.

         SECTION 11.11.1. ASSIGNMENTS. Any Lender,

                  (a) with the written consents of WWI and the Administrative
         Agent (which consents shall not be unreasonably delayed or withheld and
         which consent, in the case of WWI, shall be deemed to have been given
         in the absence of a written notice delivered by WWI to the
         Administrative Agent, on or before the fifth Business Day after receipt
         by WWI of such Lender's request for such consent), may at any time
         assign and delegate to one or more commercial banks or other financial
         institutions; and


                                     -113-
<Page>

                  (b) with notice to WWI and the Administrative Agent, but
         without the consent of any Borrower or the Administrative Agent, may
         assign and delegate to any of its Affiliates, Related Fund or to any
         other Lender,

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "ASSIGNEE LENDER"), all or any fraction of such Lender's total Loans,
TLCs, participations in Letters of Credit and Letter of Credit Outstandings with
respect thereto and Commitments in a minimum aggregate amount of (x) $1,000,000
(if such assignment and delegation is to a then existing Lender or a Related
Fund or group of Related Funds) or (y) $5,000,000 (if such assignment and
delegation is to a Person not then a Lender; unless otherwise agreed to by the
Administrative Agent and the Borrower) or the then remaining amount of a
Lender's type of Loan or Commitment; PROVIDED, HOWEVER, that (i) with respect to
assignments of Revolving Loans, the assigning Lender must assign a PRO RATA
portion of each of its Revolving Loan Commitments, Revolving Loans and interest
in Letters of Credit Outstandings and (ii) the Administrative Agent, in its own
discretion, or by instruction from the Issuer, may refuse acceptance of an
assignment of Revolving Loans and Revolving Loan Commitments to a Person not
satisfying long-term certificate of deposit ratings published by S&P or Moody's,
of at least BBB- or Baa3, respectively, or (unless otherwise agreed to by the
Issuer), if such assignment would, pursuant to any applicable laws, rules or
regulations, be binding on the Issuer, result in a reduced rate of return to the
Issuer or require the Issuer to set aside capital in an amount that is greater
than that which is required to be set aside for other Lenders participating in
the Letters of Credit; PROVIDED, FURTHER, that any such Assignee Lender will
comply, if applicable, with the provisions contained in SECTION 4.6 and the
Borrowers, each other Obligor and the Administrative Agent shall be entitled to
continue to deal solely and directly with such Lender in connection with the
interests so assigned and delegated to an Assignee Lender until

                           (i) written notice of such assignment and delegation,
                  together with payment instructions, addresses and related
                  information with respect to such Assignee Lender, shall have
                  been given to the Borrowers and the Administrative Agent by
                  such Lender and such Assignee Lender;

                           (ii) such Assignee Lender shall have executed and
                  delivered to the Borrowers and the Administrative Agent a
                  Lender Assignment Agreement, accepted by the Administrative
                  Agent; and

                           (iii) the processing fees described below shall have
                  been paid.

From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (y)
the assignor Lender, to the extent that rights and obligations hereunder have
been assigned


                                     -114-
<Page>

and delegated by it in connection with such Lender Assignment Agreement, shall
be released from its obligations hereunder and under the other Loan Documents.
Within ten Business Days after its receipt of notice that the Administrative
Agent has received an executed Lender Assignment Agreement, the applicable
Borrower shall execute and deliver to the Administrative Agent (for delivery to
the relevant Assignee Lender) new Notes or TLCs, as the case may be, evidencing
such Assignee Lender's assigned Loans, TLCs, TLC Commitments and Commitments
and, if the assignor Lender has retained Loans, TLCs, TLC Commitments and
Commitments hereunder, replacement Notes or TLCs, as the case may be, in the
principal amount of the Loans or TLCs, as the case may be, and TLC Commitments
or Commitments, as the case may be, retained by the assignor Lender hereunder
(such Notes or TLCs, as the case may be, to be in exchange for, but not in
payment of, those Notes or TLCs, as the case may be, then held by such assignor
Lender). Each such Note or TLC, as the case may be, shall be dated the date of
the predecessor Notes or TLCs, as the case may be. The assignor Lender shall
mark the predecessor Notes or TLCs, as the case may be, "exchanged" and deliver
them to the applicable Borrower. Accrued interest on that part of the
predecessor Notes or TLCs, as the case may be, evidenced by the new Notes or
TLCs, as the case may be, and accrued fees, shall be paid as provided in the
Lender Assignment Agreement. Accrued interest on that part of the predecessor
Notes or TLCs, as the case may be, evidenced by the replacement Notes or TLCs,
as the case may be, shall be paid to the assignor Lender. Accrued interest and
accrued fees shall be paid at the same time or times provided in the predecessor
Notes or TLCs, as the case may be, and in this Agreement. Such assignor Lender
or such Assignee Lender must also pay a processing fee to the Administrative
Agent upon delivery of any Lender Assignment Agreement, in the amount of $3,500,
unless such assignment and delegation is by a Lender to its Affiliate (which
shall not include a Related Fund) or if such assignment and delegation is by a
Lender to the Federal Reserve Bank, as provided below. Any attempted assignment
and delegation not made in accordance with this SECTION 11.11.1 shall be null
and void.

Notwithstanding any other term of this SECTION 11.11.1, the agreement of the
Swing Line Lender to provide the Swing Line Loan Commitment shall not impair or
otherwise restrict in any manner the ability of the Swing Line Lender to make
any assignment of its Loans or Commitments, it being understood and agreed that
the Swing Line Lender may terminate its Swing Line Loan Commitment, to the
extent such Swing Line Commitment would exceed its Revolving Loan Commitment
after giving effect to such assignment, in connection with the making of any
assignment. Nothing contained in this SECTION 11.11.1 shall prevent or prohibit
any Lender from pledging its rights (but not its obligations to make Loans)
under this Agreement and/or its Loans and/or its Notes hereunder to a Federal
Reserve Bank (or in the case of a Lender which is a fund, to the trustee of, or
other Eligible Institution affiliated with, such fund for the benefit of its
investors) in support of borrowings made by such Lender from such Federal
Reserve Bank.

In the event that S&P or Moody's shall, after the date that any Lender with a
Commitment to make Revolving Loans or participate in Letters of Credit or Swing
Line Loans becomes a Lender, downgrade the long-term certificate of deposit
rating or long-term senior unsecured debt rating of such Lender, and the
resulting rating shall be below BBB- or Baa3, then each of the Issuer and (if
different) the Swing Line Lender shall have the right, but not the obligation,
upon notice to such


                                     -115-
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Lender and the Administrative Agent, to replace such Lender with an Assignee
Lender in accordance with and subject to the restrictions contained in this
Section, and such Lender hereby agrees to transfer and assign without recourse
(in accordance with and subject to the restrictions contained in this Section)
all its interests, rights and obligations in respect of its Revolving Loan
Commitment under this Agreement to such Assignee Lender; PROVIDED, HOWEVER, that
(i) no such assignment shall conflict with any law, rule and regulation or order
of any governmental authority and (ii) such Assignee Lender shall pay to such
Lender in immediately available funds on the date of such assignment the
principal of and interest and fees (if any) accrued to the date of payment on
the Loans made, and Letters of Credit participated in, by such Lender hereunder
and all other amounts accrued for such Lender's account or owed to it hereunder.

         SECTION 11.11.2. PARTICIPATIONS.

                  (a) Any Lender may at any time sell to one or more commercial
         banks or other Persons (each of such commercial banks and other Persons
         being herein called a "PARTICIPANT") participating interests in any of
         the Loans, TLCs, Commitments, or other interests of such Lender
         hereunder; PROVIDED, HOWEVER, that

                           (i) no participation contemplated in this Section
                  shall relieve such Lender from its Commitments or its other
                  obligations hereunder or under any other Loan Document;

                           (ii) such Lender shall remain solely responsible for
                  the performance of its Commitments and such other obligations;

                           (iii) each Borrower and each other Obligor and the
                  Administrative Agent shall continue to deal solely and
                  directly with such Lender in connection with such Lender's
                  rights and obligations under this Agreement and each of the
                  other Loan Documents;

                           (iv) no Participant, unless such Participant is an
                  Affiliate of such Lender, or Related Fund or is itself a
                  Lender, shall be entitled to require such Lender to take or
                  refrain from taking any action hereunder or under any other
                  Loan Document, except that such Lender may agree with any
                  Participant that such Lender will not, without such
                  Participant's consent, take any action of the type described
                  in CLAUSE (A), (B), (F) or, to the extent requiring the
                  consent of each Lender, CLAUSE (C) of SECTION 11.1; and

                           (v) the Borrowers shall not be required to pay any
                  amount under this Agreement that is greater than the amount
                  which it would have been required to pay had no participating
                  interest been sold.

The Borrowers acknowledge and agree, subject to CLAUSE (V) above, that each
Participant, for purposes of SECTIONS 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 11.3 and
11.4, shall be considered a Lender.


                                     -116-
<Page>

Each Participant shall only be indemnified for increased costs pursuant to
SECTION 4.3, 4.5 or 4.6 if and to the extent that the Lender which sold such
participating interest to such Participant concurrently is entitled to make, and
does make, a claim on any Borrower for such increased costs. Any Lender that
sells a participating interest in any Loan, TLC, Commitment or other interest to
a Participant under this Section shall indemnify and hold harmless each Borrower
and the Administrative Agent from and against any taxes, penalties, interest or
other costs or losses (including reasonable attorneys' fees and expenses)
incurred or payable by any Borrower or the Administrative Agent as a result of
the failure of such Borrower or the Administrative Agent to comply with its
obligations to deduct or withhold any taxes from any payments made pursuant to
this Agreement to such Lender or the Administrative Agent, as the case may be,
which taxes would not have been incurred or payable if such Participant had been
a Non-U.S. Lender that was entitled to deliver to such Borrower, the
Administrative Agent or such Lender, and did in fact so deliver, a duly
completed and valid Form 1001 or 4224 (or applicable successor form) entitling
such Participant to receive payments under this Agreement without deduction or
withholding of any United States federal taxes.

                  (b) Each Lender agrees and represents with and for the benefit
         of the SP1 Borrower and WW Australia that it:

                           (i) has not (directly or indirectly) offered by
                  subscription or purchase or issued invitations to subscribe
                  for or buy nor has it sold the TLCs;

                           (ii) will not (directly or indirectly) offer for
                  subscription or purchase or issue invitations to subscribe for
                  or buy nor will it sell the TLCs; and

                           (iii) has not distributed and will not distribute any
                  draft, preliminary or definitive offering memorandum,
                  advertisements or other offering material relating to the
                  TLCs,

in the Commonwealth of Australia, its territories or possessions, unless (x) the
consideration is payable by each offeree or invitee in a minimum amount of
A$500,000 or the offer or invitation is otherwise an EXCLUDED OFFER OR EXCLUDED
INVITATION for the purposes of the Australian Corporations Law and the
Corporations Regulations made under the Australian Corporations Law, and (y) the
offer, invitation or distribution complies with all applicable laws, regulations
and directives and does not require any document to be lodged with, or
registered by, the ASIC.

                  (c) Each Lender agrees and represents with and for the benefit
         of the SP1 Borrower and WW Australia that it has not sold and will not
         sell the TLCs to any person if, at the time of such sale, the employees
         of the Lender aware of, or involved in, the sale knew or had reasonable
         grounds to suspect that, as a result of such sale, any TLCs or an
         interest in any TLCs were being, or would later be, acquired (directly
         or indirectly) by an associate of the SP1 Borrower or WW Australia for
         the purposes of section 128F(5) of the Income Tax Assessment Act 1936
         of Australia.


                                     -117-
<Page>

                  (d) The SP1 Borrower holds the benefit of the agreements and
         representations in paragraphs (b) and (c) in trust for WW Australia.

         SECTION 11.11.3. REGISTER. The Borrowers hereby designate the
Administrative Agent to serve as the Borrowers' agent, solely for the purpose of
this Section, to maintain a register (the "REGISTER") on which the
Administrative Agent will record each Lender's Commitment, the Loans made by
each Lender and the Notes evidencing such Loans and the TLCs, and each repayment
in respect of the principal amount of the Loans and the TLCs of each Lender and
annexed to which the Administrative Agent shall retain a copy of each Lender
Assignment Agreement delivered to the Administrative Agent pursuant to this
Section. Failure to make any recordation, or any error in such recordation,
shall not affect any Borrower's or any other Obligor's Obligations in respect of
such Loans or Notes or TLCs. The entries in the Register shall be conclusive, in
the absence of manifest error, and WWI, the Borrowers, the Administrative Agent
and the Lenders shall treat each Person in whose name a Loan and related Note or
TLC is registered as the owner thereof for all purposes of this Agreement,
notwithstanding notice or any provision herein to the contrary. A Lender's
Commitment and the Loans made pursuant thereto and the Notes evidencing such
Loans or TLCs may be assigned or otherwise transferred in whole or in part only
by registration of such assignment or transfer in the Register. Any assignment
or transfer of a Lender's Commitment or the Loans or the Notes evidencing such
Loans or TLCs made pursuant thereto shall be registered in the Register only
upon delivery to the Administrative Agent of a Lender Assignment Agreement duly
executed by the assignor thereof. No assignment or transfer of a Lender's
Commitment or the Loans made pursuant thereto or the Notes evidencing such Loans
or TLCs shall be effective unless such assignment or transfer shall have been
recorded in the Register by the Administrative Agent as provided in this
Section. No Assignment and Assumption Agreement shall be effective until
recorded in the Register.

         SECTION 11.12. OTHER TRANSACTIONS. Nothing contained herein shall
preclude the Administrative Agent, the Issuer or any other Lender from engaging
in any transaction, in addition to those contemplated by this Agreement or any
other Loan Document, the Borrowers or any of their Affiliates in which any
Borrower or such Affiliate is not restricted hereby from engaging with any other
Person.

         SECTION 11.13. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE
AGENT, THE SYNDICATION AGENT, THE LENDERS, ANY ISSUER OR THE BORROWERS IN
CONNECTION HEREWITH OR THEREWITH SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT


                                     -118-
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THE ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH OF THE BORROWERS IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR
NOTICES SPECIFIED IN SECTION 11.2. EACH OF THE BORROWERS HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY OF
WWI OR THE BORROWERS HAVE OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH OF WWI AND THE BORROWERS
HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         SECTION 11.14. WAIVER OF JURY TRIAL. THE ADMINISTRATIVE AGENT, THE
SYNDICATION AGENT, EACH LENDER, EACH ISSUER AND EACH BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY
RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON,
OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT,
SUCH LENDER, SUCH ISSUER OR ANY BORROWER IN CONNECTION HEREWITH OR THEREWITH.
EACH OF THE BORROWERS ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, EACH
LENDER AND EACH ISSUER ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN
DOCUMENT.

         SECTION 11.15. CONFIDENTIALITY. The Lenders shall hold all non-public
information obtained pursuant to or in connection with this Agreement or
obtained by such Lender based on a review of the books and records of WWI or any
of its Subsidiaries in accordance with their customary procedures for handling
confidential information of this nature, but may make disclosure to any of their
examiners, Affiliates, outside auditors, counsel and other professional


                                     -119-
<Page>

advisors or to any direct or indirect contractual counterparty in swap
agreements or such contractual counterparty's professional advisor (so long as
such contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section) in connection
with this Agreement or as reasonably required by any potential BONA FIDE
transferee, participant or assignee, or in connection with the exercise of
remedies under a Loan Document, or as requested by any governmental agency or
representative thereof or pursuant to legal process; PROVIDED, HOWEVER, that

                  (a) unless specifically prohibited by applicable law or court
         order, each Lender shall notify WWI of any request by any governmental
         agency or representative thereof (other than any such request in
         connection with an examination of the financial condition of such
         Lender by such governmental agency) for disclosure of any such
         non-public information prior to disclosure of such information;

                  (b) prior to any such disclosure pursuant to this SECTION
         11.15, each Lender shall require any such BONA FIDE transferee,
         participant and assignee receiving a disclosure of non-public
         information to agree in writing

                           (i) to be bound by this SECTION 11.15; and

                           (ii) to require such Person to require any other
                  Person to whom such Person discloses such non-public
                  information to be similarly bound by this SECTION 11.15; and

                  (c) except as may be required by an order of a court of
         competent jurisdiction and to the extent set forth therein, no Lender
         shall be obligated or required to return any materials furnished by WWI
         or any Subsidiary.

         SECTION 11.16. JUDGMENT CURRENCY. If, for the purpose of obtaining
judgment in any court, it is necessary to convert a sum due hereunder, under any
Note, TLC or under any other Loan Document in another currency into U.S. Dollars
or into a Foreign Currency, as the case may be, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which, in accordance with normal banking procedures, the
applicable Secured Party could purchase such other currency with U.S. Dollars or
with such Foreign Currency, as the case may be, in New York City, at the close
of business on the Business Day immediately preceding the day on which final
judgment is given, together with any premiums and costs of exchange payable in
connection with such purchase.

         SECTION 11.17. RELEASE OF SECURITY INTERESTS.

                  (a) Notwithstanding anything to the contrary contained herein
         or in any other Loan Document, the Administrative Agent is hereby
         irrevocably authorized by each Lender (without requirement of notice to
         or consent of any Lender except as expressly required by SECTION 11.1)
         to take any action requested by the Borrowers having the effect


                                     -120-
<Page>

         of releasing any collateral or guarantee obligations (i) to the extent
         necessary to permit consummation of any transaction expressly permitted
         by any Loan Document or that has been consented to in accordance with
         SECTION 11.1 or (ii) under the circumstances described in paragraph (b)
         below.

                  (b) At such time as the Loans, the Reimbursement Obligations
         and the other obligations under the Loan Documents shall have been paid
         in full, the Commitments have been terminated and no letters of Credit
         shall be outstanding, the collateral shall be released from the Liens
         created by the Security Agreements, and the Security Agreements and all
         obligations (other than those expressly stated to survive such
         termination) of the Administrative Agent and each Obligor under the
         Security Agreements shall terminate, all without delivery of any
         instrument or performance of any act by any Person.


                                     -121-
<Page>

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

                                     BORROWERS

                                     WEIGHT WATCHERS INTERNATIONAL, INC.


                                     By:________________________________
                                         Name:
                                         Title:


                                     WW FUNDING CORP.


                                     By:________________________________
                                         Name:
                                         Title:
<Page>

                                  AGENTS

                                  CREDIT SUISSE FIRST BOSTON
                                    as the Syndication Agent


                                  By:________________________________
                                       Name:
                                       Title:


                                  By:________________________________
                                       Name:
                                       Title:


                                  THE BANK OF NOVA SCOTIA
                                    as the Administrative Agent


                                  By:________________________________
                                       Name:
                                       Title:


                                  ISSUER

                                  THE BANK OF NOVA SCOTIA
                                    as the Issuer


                                  By:________________________________
                                       Name:
                                       Title:
<Page>

                                LENDERS

                                THE BANK OF NOVA SCOTIA


                                By:________________________________
                                    Name:
                                    Title:


                                CREDIT SUISSE FIRST BOSTON


                                By:________________________________
                                     Name:
                                     Title:


                                By:________________________________
                                     Name:
                                     Title:
<Page>

                                                                      SCHEDULE I

                               DISCLOSURE SCHEDULE

ITEM 5.1.9 LIEN SEARCH JURISDICTIONS

ITEM 6.1 GOOD STANDING.

ITEM 6.7 LITIGATION.

            DESCRIPTION OF PROCEEDING                ACTION OR CLAIM SOUGHT
            -------------------------                ----------------------

ITEM 6.8 EXISTING SUBSIDIARIES.

ITEM 6.11 EMPLOYEE BENEFIT PLANS.


ITEM 6.12 ENVIRONMENTAL MATTERS.

ITEM 7.2.2(c) ONGOING INDEBTEDNESS.

            CREDITOR                              OUTSTANDING PRINCIPAL AMOUNT
            --------                              ----------------------------

ITEM 7.2.5(a) ONGOING INVESTMENTS.


                                       I-1
<Page>

                                                                     SCHEDULE II

                           COMMITMENTS AND PERCENTAGES


                                      II-1
<Page>

                                                                    SCHEDULE III


                               NOTICE INFORMATION,
                       DOMESTIC OFFICES AND LIBOR OFFICES
                       ----------------------------------


                                      III-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>5
<FILENAME>a2061567zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
<Page>


                                                                    Exhibit 10.9












                             STOCKHOLDERS' AGREEMENT


                                   Dated as of

                               September 30, 1999


                                      Among

                      WEIGHT WATCHERS INTERNATIONAL, INC.,

                              ARTAL LUXEMBOURG S.A.

                                       and

                       THE OTHER STOCKHOLDERS NAMED HEREIN


<Page>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE I  DEFINITIONS; REPRESENTATIONS AND WARRANTIES........................1

         1.1 DEFINITIONS......................................................1

         1.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................4

         1.3 REPRESENTATIONS AND WARRANTIES OF ARTAL..........................5

         1.4 REPRESENTATIONS AND WARRANTIES OF NAMED INVESTORS................5

ARTICLE II COVENANTS..........................................................6

         2.1 TRANSFERS OF COMMON STOCK........................................6

         2.2 [Intentionally Omitted.].........................................8

         2.3 TAG ALONG........................................................8

         2.4 DRAG ALONG......................................................12

         2.5 CERTAIN TRANSFERS BY ARTAL......................................13

ARTICLE III REGISTRATION RIGHTS..............................................14

         1.1 REGISTRATION RIGHTS.............................................14

ARTICLE IV  LEGENDS..........................................................14

         4.1 LEGEND..........................................................14

ARTICLE V   IRREVOCABLE PROXY................................................16

         5.1 IRREVOCABLE PROXY...............................................16

ARTICLE VI  POWER OF ATTORNEY................................................16

         6.1 POWER OF ATTORNEY...............................................16

ARTICLE VII MISCELLANEOUS....................................................17

         7.1 TERMINATION.....................................................17

         7.2 REMEDIES........................................................17

         7.3 CONSENT TO AMENDMENTS...........................................18

         7.4 SUCCESSORS AND ASSIGNS..........................................18

         7.5 SEVERABILITY....................................................18
<Page>

         7.6 COUNTERPARTS....................................................19

         7.7 NOTICES.........................................................19

         7.8 GOVERNING LAW...................................................19

         7.9 FURTHER ASSURANCES..............................................19

         7.10 JURISDICTION; VENUE; PROCESS...................................19

         7.11 MUTUAL WAIVER OF JURY TRIAL....................................20
<Page>


                             STOCKHOLDERS' AGREEMENT

                   STOCKHOLDERS' AGREEMENT (this "AGREEMENT"), dated as of
September 30, 1999, among WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia
corporation (the "COMPANY"), ARTAL LUXEMBOURG S.A., a Luxembourg corporation
("ARTAL"), MERCHANT CAPITAL, INC. ("MERCHANT"), LOGO INCORPORATED PTY. LTD.
("LOGO"), LONGISLAND INTERNATIONAL LIMITED ("LIL"), ENVOY PARTNERS, ("ENVOY"),
and SCOTIABANC, INC. ("SCOTIA" and, together with Merchant, Logo, LIL and Envoy,
the "NAMED INVESTORS").


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

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

                  WHEREAS, pursuant to a Stock Purchase Agreement, dated as of
the date hereof (the "STOCK PURCHASE AGREEMENT"), each Named Investor will
purchase from Artal the number of shares of Common Stock set forth opposite its
name on Schedule I hereto.

                  NOW, THEREFORE, in order to implement the foregoing and in
consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows:


                                  DEFINITIONS;

                         REPRESENTATIONS AND WARRANTIES

DEFINITIONS. Capitalized terms used herein shall have the meanings set forth
below:

" AFFILIATE" means any Person which, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with,
another Person. The term "control" includes, without limitation, the possession,
directly or indirectly, of the power to direct the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.

" ARTICLES OF INCORPORATION" means the Articles of Incorporation of the Company
as in effect on the date hereof, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof.

" BY-LAWS" means the By-Laws of the Company as in effect on the date hereof, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof.
<Page>
                                                                               2


" CLOSING DATE" means September 29, 1999.

" CORPORATE GROUP" means, with respect to any Person, (i) such Person together
with its direct and indirect wholly owned subsidiaries and any entity, directly
or indirectly through wholly owned subsidiaries, wholly owning such Person or
(ii) if permitted by each of the agreements governing material debt of such
Person, such Person together with its Affiliates.

" DRAG ALONG NUMBER" shall have the meaning specified in Section 2.4.

" FAMILY GROUP" means, with respect to any individual, such individual's spouse
and descendants and such individual's parents, grandparents, aunts, uncles,
brothers, sisters and their respective spouses and descendants (in each case,
whether natural or adopted) and any trust or similar entity established and
maintained solely for the benefit of such individual and/or his spouse,
descendants and/or such above-listed relatives and all of the aforesaid of the
grantor of a trust that is a stockholder of the Company.

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

" INVESTOR JOINDER" means a joinder agreement, substantially in the form of
Exhibit 2.1(a) hereto, by which a Person becomes an Investor Stockholder after
the date hereof.

" INVESTOR STOCKHOLDERS" means, collectively, Artal, each Named Investor and any
Person who hereafter becomes an Investor Stockholder pursuant to an Investor
Joinder under this Agreement.

                   PERMITTED TRANSFEREE" shall mean those Persons to whom
Transfers are permitted pursuant to clauses (i), (ii) and (iv) of Section
2.1(b).
<Page>
                                                                               3


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

" PUBLIC OFFERING" means a public offering of Common Stock pursuant to a
registration statement declared effective under the Securities Act.

" REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement, dated
as of September 29, 1999, among the Company, Artal and Heinz.

" RULE 144 SALE" means a Transfer of Common Stock which occurs after the initial
Public Offering under Rule 144 under the Securities Act.

" SALE NOTICE" shall have the meaning specified in Section 2.3. ??""

" SEC" means the Securities and Exchange Commission.

" SECURITIES ACT" means the Securities Act of 1933, as amended.

" SECURITIES HOLDING COMPANY" shall have the meaning specified in Section 2.3.

" SUBSIDIARY" means any corporation of which the securities having a majority of
the ordinary voting power in electing the board of directors are, at the time as
of which any determination is being made, owned by a Person either directly or
through one or more of its Subsidiaries.

" TRANSFER" shall be construed broadly and shall include any transfer by way of
issuance, sale, assignment, hypothecation, disposition, participation, pledge,
gift, bequeath, intestate transfer, distribution, liquidation, merger or
consolidation.
<Page>
                                                                               4


" TRANSFEROR GROUP" shall have the meaning specified in Section 2.4.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and
warrants to each of the Investor Stockholders as follows:

                   (a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of Virginia and
has the corporate power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. The execution and delivery by the Company
of this Agreement and the performance by it of its obligations hereunder have
been duly authorized by all necessary corporate action of the Company. This
Agreement has been duly executed and delivered by the Company and, assuming the
due authorization, execution and delivery thereof by Artal and each of the Named
Investors, constitutes the valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms; and

                   (b) The execution, delivery and performance by the Company of
this Agreement will not, with or without the giving of notice or lapse of time,
or both, (i) conflict with the Articles of Incorporation or By-Laws of the
Company (or the corresponding documents of any of its Subsidiaries), (ii) result
in any breach of any terms or provisions of, or constitute a default under, or
conflict with any material contract, agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of
its Subsidiaries is bound, except for such breaches, defaults or conflicts
which, individually or in the aggregate, would not be likely to have a material
adverse effect on the financial condition, results of operations or business of
the Company and its Subsidiaries, taken as a whole, or (iii) violate any
material provision of law, statute, rule or regulation to which it is subject or
any material order, judgment or decree applicable to it.
<Page>
                                                                               5


REPRESENTATIONS AND WARRANTIES OF ARTAL. Artal hereby represents and warrants to
the Company and the Named Investors as follows:

                   (c) Artal is a corporation duly organized, validly existing
and in good standing under the laws of Luxembourg and has the corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder. The execution and delivery by Artal of this Agreement and
the performance by it of its obligations hereunder have been duly authorized by
all necessary corporate action of Artal. This Agreement has been duly executed
and delivered by Artal and, assuming the due authorization, execution and
delivery thereof by the Company and each of the Named Investors, constitutes the
valid and legally binding obligation of Artal, enforceable against Artal in
accordance with its terms; and

                   (d) The execution, delivery and performance of this Agreement
by Artal will not, with or without the giving of notice or lapse of time, or
both, (i) conflict with the certificate of incorporation or by-laws or similar
constitutive documents of Artal or (ii) result in any breach of any terms or
provisions of, or constitute a default under, or conflict with any material
contract, agreement or instrument to which Artal is a party or by which Artal is
bound, except for such breaches, defaults or conflicts which, individually or in
the aggregate, would not be likely to have a material adverse effect on the
financial position, results of operations or business of Artal or (iii) violate
any material provision of law, statute, rule or regulation to which it is
subject or any material order, judgment or decree applicable to Artal.

REPRESENTATIONS AND WARRANTIES OF NAMED INVESTORS. Each Named Investor hereby
represents and warrants to the Company, Artal and the other Named Investors as
follows:

                   (e) Such Named Investor is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization and
has the corporate power and authority to

<Page>
                                                                               6


execute and deliver this Agreement and to perform its obligations hereunder. The
execution and delivery by such Named Investor of this Agreement and the
performance by it of its obligations hereunder have been duly authorized by all
necessary corporate action of such Named Investor. This Agreement has been duly
executed and delivered by such Named Investor and, assuming the due
authorization, execution and delivery thereof by Artal, the other Named
Investors and the Company, constitutes the valid and legally binding obligation
of such Named Investor, enforceable against such Named Investor in accordance
with its terms; and

                   (f) The execution, delivery and performance of this Agreement
by such Named Investor will not, with or without the giving of notice or lapse
of time, or both, (i) conflict with the articles of incorporation or by-laws or
similar constitutive documents of such Named Investor or (ii) result in any
breach of any terms or provisions of, or constitute a default under, or conflict
with any material contract, agreement or instrument to which such Named Investor
is a party or by which such Named Investor is bound, except for such breaches,
defaults or conflicts which, individually or in the aggregate, would not be
likely to have a material adverse effect on the financial position, results of
operations or business of such Named Investor, or (iii) violate any material
provision of law, statute, rule or regulation to which it is subject or any
material order, judgment or decree applicable to it.

                                    COVENANTS

TRANSFERS OF COMMON STOCK.

                   (g) Except as permitted pursuant to Section 2.1(b) or with
the prior written consent of Artal, no Named Investor shall Transfer any shares
of Common Stock until the third anniversary of the completion of the initial
Public Offering. Prior to making any permitted (whether as result of the
exceptions set forth in Section 2.1(b) or otherwise) Transfer of shares of
Common Stock to any Person at any time prior to the termination of this

<Page>
                                                                               7


Agreement (other than a Transfer pursuant to a Public Offering, a Rule 144 Sale
or a Transfer pursuant to Sections 2.1(b)(iii)), such Named Investor shall
obtain an Investor Joinder from such transferee, and such transferee shall, by
execution thereof, agree to become and automatically be deemed to be an Investor
Stockholder subject to all of the rights and obligations contained in this
Agreement applicable to Named Investors and to have made on the date thereof all
representations and warranties made on the date hereof by such Named Investor
(modified, if necessary, to reflect the nature of such Person as a corporation,
partnership, other entity or natural person). Promptly thereafter, the Named
Investor shall cause originally executed copies of such Investor Joinder to be
delivered to the Company and the other Investor Stockholders and shall notify
such Investor Stockholders of the number of shares of Common Stock Transferred.

                   (h) The restriction on Transfer contained in the first
sentence of Section 2.1(a) above shall be inapplicable with respect to:

                           (i) any Transfers of Common Stock made by an
                  individual Investor Stockholder to his or her Family Group
                  and, thereafter, among members of such Family Group;

                           (ii) any Transfers of Common Stock by an Investor
                  Stockholder to a member of its Corporate Group and,
                  thereafter, among members of such Corporate Group; PROVIDED,
                  HOWEVER, if such transferee ceases to be a member of such
                  Corporate Group, such transferee shall immediately Transfer
                  such Common Stock to a member of such Investor Stockholder's
                  Corporate Group;

                           (iii) any Transfer of Common Stock pursuant to the
                  terms of Sections 2.3 or 2.4 or the Registration Rights
                  Agreement; and


<Page>
                                                                               8


                           (iv) any Transfers of Common Stock made by an
                  individual Investor Stockholder upon his or her death to his
                  or her estate, PROVIDED that the beneficiaries of the estate
                  are Persons specified in clause (i) of this Section 2.1(b);

PROVIDED, that no such Transfer shall be permitted under this Section 2.1(b) if
it would constitute a default or event of default under any agreement governing
material debt of the Company or any of its Subsidiaries; PROVIDED, FURTHER, that
in order to facilitate compliance with federal securities laws and the
provisions of this Agreement, the aggregate number of Permitted Transferees
under Section 2.1(b) shall not exceed 35 Persons at any time without the consent
of Artal, which consent shall not be unreasonably withheld or delayed.

                   (i) Any Transfer made in violation of this Section 2.1
(including, without limitation, a Transfer made without obtaining a necessary
Investor Joinder) shall be null and void. The Company shall not permit such
Transfer to be recorded on the Company's books and records and shall not
otherwise cooperate in consummating such Transfer.

                   (j) No Person shall be permitted to become a party to this
Agreement except by executing an Investor Joinder pursuant to the terms set
forth in this Section 2.1 or pursuant to the terms set forth in Section 2.5.

[Intentionally Omitted.]

 TAG ALONG. (a) At least 30 days prior to making any Transfer of any shares of
Common Stock held by Artal (other than pursuant to a Public Offering or a Rule
144 Sale), Artal shall deliver a written notice (the "SALE NOTICE") to the Named
Investors, specifying in reasonable detail the number of shares of Common Stock
proposed to be transferred, the identity of the prospective transferee(s), the
terms and conditions of the Transfer (including without limitation, the price to
be paid, terms of payment, form of consideration and other material terms,
including Artal's reasonable estimate of the fair

<Page>
                                                                               9


market value of any non-cash consideration offered) and all information
reasonably required to make the calculations set forth in this Section 2.3(a);
PROVIDED, HOWEVER, that the provisions of this Section shall not apply to (i)
any Transfer of any shares of Common Stock to any of the employees of the
Company or any of its Subsidiaries (or to the Company for related issuance to
such employees) in connection with management equity participation or similar
contracts, plans or programs (PROVIDED, that such contracts, plans or programs
are created in good faith and not for purposes of avoiding the transfer
restrictions contained in this Section), (ii) any Transfer of shares of Common
Stock made by an individual to his or her Family Group and, thereafter, among
members of such Family Group, (iii) any Transfers by Artal to a member of its
own Corporate Group and thereafter among members of such Corporate Group, (iv)
any Transfers of shares of Common Stock pursuant to a pledge or similar
agreement to secure debt of such Person (incurred in good faith and not for
purposes of avoiding the rights granted to the Named Investors in this Section
2.3) owing to a bank or other BONA FIDE financial institution, including,
without limitation, any such Transfer upon the exercise by such bank or other
BONA FIDE financial institution of its rights under such pledge or similar
agreement to acquire beneficial or other ownership of the shares of Common Stock
pledged thereunder; (v) any Transfer of shares of Common Stock made by an
individual upon his or her death to his or her estate; PROVIDED, that the
beneficiaries of the estate are Persons specified in clause (ii) above or (vi)
any Transfer of Common Stock by Artal in a transaction which does not constitute
a Public Offering within 12 months of the Closing Date to the extent such
Transfer under this clause (vi), together with all other Transfers made pursuant
to this clause (vi) during such period, do not exceed 35% of the number of
shares of Common Stock that Artal owned on the Closing Date after making the
Transfers to the Named Investors pursuant to the Stock Purchase Agreement. Each
Named Investor may elect to participate in the proposed Transfer by delivering
written notice to Artal within 15 days after delivery of the Sale Notice. If any
or all of the Named Investors have elected to participate in such

<Page>
                                       10


Transfer pursuant to the terms hereof, each such Named Investor shall be
entitled to sell in the proposed Transfer, at the same price and on the same
terms and conditions as Artal, up to a number of shares of Common Stock being
Transferred by Artal equal to the product of (i) the number of such shares of
Common Stock then beneficially owned by each such Named Investor(s) MULTIPLIED
BY, (ii) a percentage calculated by dividing the aggregate number of shares of
Common Stock which Artal proposes to sell in the aggregate in such Transfer by
the total number of shares of Common Stock then owned by Artal in the aggregate;
PROVIDED that the number of shares of Common Stock which such Named Investor(s)
is permitted to sell pursuant to this Section 2.3(a) shall not include any
shares of Common Stock acquired by such Named Investor(s) in connection with or
after the consummation of a Public Offering. If any or all of the Named
Investors elect to participate in such Transfer, each such Named Investors shall
be obligated to pay its PRO RATA portion of the transaction costs associated
therewith. If the aggregate number of shares of Common Stock the Named Investors
elect and are permitted under the foregoing provisions to sell in the proposed
Transfer is, together with the aggregate number of shares of Common Stock that
Artal proposes to so sell and the aggregate number of shares of Common Stock
that any other Person elects and is permitted to sell pursuant to any similar
agreement, more than the total number of shares of Common Stock that the
transferee wishes to purchase, then each of the Named Investors and Artal shall
be entitled to sell to the transferee that number of shares of Common Stock
equal to the number of shares of Common Stock to be so purchased by the
transferee from all such selling parties (including any such other Person)
multiplied by a fraction, the numerator of which is the number of such shares of
Common Stock such selling party elects and is permitted under the foregoing
provisions to sell and the denominator of which is the aggregate number of
shares of Common Stock all such selling parties elect to sell and are permitted
to sell under the foregoing provisions and pursuant to any similar agreement. If
and to the extent that the transferee purchases any shares of Common Stock from
Artal but does not purchase, upon the

<Page>
                                                                              11


same terms and conditions and for the same price, the shares of Common Stock the
Named Investors elect and are permitted under the foregoing provisions to sell
to the transferee, Artal shall, simultaneously with the sale of its shares of
Common Stock, purchase from such Named Investor(s), at the same price and on the
same terms and conditions as are applicable to the shares of Common Stock
purchased from Artal, such shares of Common Stock of such Named Investor. If a
Named Investor has not delivered written notice to Artal that such Named
Investor elects to participate in a proposed Transfer within the 15-day period
provided above for the delivering of such notice, then Artal shall have the
right, for a period of 45 days after the expiration of such 15-day period, to
consummate such proposed Transfer to the proposed transferee named in the
related Sales Notice and at the same price and on the same terms and conditions
stated in such Sales Notice. If, at the end of such 45-day period, Artal has not
consummated such proposed Transfer, the terms of this Section 2.3 shall again be
in effect with respect to such proposed Transfer.

                   (k) For purposes of Section 2.3(a), if Artal has Transferred
all or part of its shares of Common Stock to one or more of its Subsidiaries or
other similar entities controlled by it (a "SECURITIES HOLDING COMPANY"), a sale
or other disposition by Artal (by merger or otherwise) of an equity or
beneficial interest in a Securities Holding Company (other than a sale or
disposition of the nature set forth in the proviso to the first sentence of
Section 2.3(a)) shall be treated as follows: (i) if such sale or other
disposition is of 50% or more of the equity or beneficial interest in such
Securities Holding Company, then such sale or other disposition shall be deemed
to be a Transfer of all such shares of Common Stock directly or indirectly owned
or controlled by such Securities Holding Company, and (ii) if such sale or other
disposition is of less than 50% of the equity or beneficial interest in such
Securities Holding Company, then such sale or other disposition shall be deemed
to be Transfer of a percentage of the number of shares of Common Stock directly
or indirectly owned or controlled by such Securities Holding Company equal to
the

<Page>
                                                                              12


percentage of the equity or beneficial interest in such Securities Holding
Company sold or disposed of in such transaction. In either such event, if the
Securities Holding Company owns assets other than shares of Common Stock, the
consideration paid to the transferring party for the Transfer and allocable to
the shares of Common Stock, in the absence of agreement of the parties to this
Agreement, shall be determined by an investment banking firm of national
reputation selected by mutual agreement of the parties hereto, PROVIDED, that
such investment banking firm shall not have a material direct or indirect
financial interest in or other relationship with any of the parties hereto or
their Affiliates.

                   (l) The exercise or nonexercise of the rights of any Named
Investor in this Section 2.3 to participate in one or more Transfers by Artal
shall not adversely affect any Named Investor's rights to participate in
subsequent Transfers by Artal.

DRAG ALONG.

                   (m) In the case that Artal proposes to make a Transfer of
shares of Common Stock (or of a Securities Holding Company) owned by it or its
Affiliates (the "TRANSFEROR GROUP") that would trigger the Named Investors' tag
along rights pursuant to Section 2.3 (assuming solely for the purpose of this
Section 2.4(a) that the exception contained in Section 2.3(a)(vi) shall not
apply with respect to the provisions of Section 2.3(a)) , Artal may elect, by so
specifying in the Sale Notice, to require each Named Investor to, and each Named
Investor will, participate in such transaction on the same terms and conditions
as the Transferor Group with respect to a number of shares of Common Stock
determined as set forth below. Each Named Investor shall be required to sell in
the proposed Transfer, at the same price and on the same terms and conditions as
the Transferor Group, a number of shares of Common Stock equal to the lesser of
(i) the product of (A) the number of shares of Common Stock then beneficially
owned by such Named Investor MULTIPLIED BY, (B) a percentage calculated by
dividing the aggregate number of shares of Common Stock which the Transferor
Group

<Page>
                                                                              13


proposes to sell in the aggregate in such Transfer by the total number of shares
of Common Stock then owned by the Transferor Group and (ii) the number of such
shares of Common Stock specified by Artal in the relevant Sale Notice (such
number being hereinafter referred to as the "DRAG ALONG NUMBER").

                   (n) In connection with any proposed transaction described in
Section 2.4(a) above, each Named Investor agrees (i) to consent to and raise no
objections (other than with respect to its rights under this Section 2.4) to,
and to take all other actions (including, without limitation, voting, or
entering into written consents with respect to, all of its shares of Common
Stock in favor of such transaction) necessary or desirable to cause, the
consummation of such transaction and (ii) to sell, Transfer and deliver its
shares of Common Stock as required by the terms of such transaction.

                   (o) If the Drag Along Number is less than the number of
shares of Common Stock that any Named Investor may sell in the proposed Transfer
pursuant to its rights under Section 2.3, then, notwithstanding the exercise by
Artal of their rights under this Section 2.4, such Named Investor may elect to
sell such additional shares of Common Stock pursuant to its rights under Section
2.3.

CERTAIN TRANSFERS BY ARTAL.

                  Artal agrees that it will not effect any Transfer of Common
Stock held by it as described in clause (ii), (iii), (iv) or (v) of the proviso
in the first sentence of Section 2.3(a), unless such transferee has delivered to
the Company an Investor Joinder whereby such transferee shall, by execution
thereof, agree to become and shall automatically be deemed to be an Investor
Stockholder subject to all of the rights (to the extent of the terms of the
assignment of such rights) and all of the obligations contained in this
Agreement applicable to Artal and to have made on the date thereof all
representations and warranties made on the date hereof by Artal (modified, if
necessary, to reflect the nature of such Person as a corporation, partnership,
other entity or natural person).


<Page>
                                       14


                               REGISTRATION RIGHTS

                   REGISTRATION RIGHTS. Currently herewith, the Named Investors
will become parties to the Registration Rights Agreement by executing a joinder
agreement.



                                     LEGENDS

LEGEND. (a) Each certificate or instrument evidencing shares of Common Stock
that is held by a Named Investor or a transferee thereof which is required to
execute an Investor Joinder pursuant to Section 2.1(a) of this Agreement on or
after the date hereof shall bear the following legend on the face thereof:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
         STOCKHOLDERS' AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY
         OF THE COMPANY). NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION
         OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
         MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH
         STOCKHOLDERS' AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT
         EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT
         TO AN EXEMPTION FROM REGISTRATION THEREUNDER. THE HOLDER OF THIS
         CERTIFICATE, BY

<Page>
                                       15


         ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE
         PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT.

                   (p) Each certificate or instrument evidencing shares of
Common Stock, which is issued to a transferee of a Named Investor which is not
required to execute an Investor Joinder pursuant to Section 2.1(a) of this
Agreement (other than transferees in a Public Offering) on or after the date
hereof shall bear the following legend on the face thereof:

         NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER
         DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE
         MADE EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION
         FROM REGISTRATION THEREUNDER.

                   (q) Upon the sale of any shares of Common Stock pursuant to
an effective registration statement under the Securities Act or upon the
termination or expiration of this Agreement, the certificates or instruments
representing such shares of Common Stock shall be replaced, at the expense of
the Company, with certificates or instruments not bearing the legends required
by this Section 4.1.

                   (r) Until such time as the certificates or instruments
evidencing shares of Common Stock that are held by the Named Investors, or a
transferee thereof which is required to execute an Investor Joinder pursuant to
Section 2.1(a) hereof, are no longer required to bear either of the legends
contained in Sections 4.1(a) and 4.1(b), the Named Investors and each such
transferee agrees that it will not Transfer any shares of Common Stock except
(i) pursuant to a registration statement under the

<Page>
                                                                              16


Securities Act or (ii) pursuant to an exemption from registration thereunder.

                                IRREVOCABLE PROXY

IRREVOCABLE PROXY. Each Named Investor hereby irrevocably appoints Artal or any
designee of Artal the lawful agent, attorney and proxy of such shareholder, for
so long as such Named Investor owns any shares of Common Stock acquired pursuant
to the Stock Purchase Agreement, to vote all such shares of Common Stock with
respect to any and all matters such shares are entitled to vote. Each Named
Investor intends this proxy to be irrevocable and coupled with an interest and
will take such further action or execute such other instruments as may be
necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by it with respect to the shares of Common Stock. Each Named
Investor shall not hereafter, unless and until this Agreement terminates
pursuant to Section 7.1 hereof or with the written consent of Artal, purport to
vote (or execute a consent with respect to) such shares of Common Stock (other
than through this irrevocable proxy) or grant any other proxy or power of
attorney with respect to any shares of Common Stock, deposit any such shares
into a voting trust or enter into any agreement (other than this Agreement),
arrangement or understanding with any person, directly or indirectly, to vote,
grant any proxy or give instructions with respect to the voting of such shares
of Common Stock.

                                POWER OF ATTORNEY

POWER OF ATTORNEY. (a) Each Named Investor hereby irrevocably constitutes and
appoints Artal or any designee of Artal, with full power of substitution, as its
true and lawful attorney-in-fact with full irrevocable power and authority in
the place and stead of such Named Investor and in the name of such Named
Investor or in Artal's own name, from time to time in Artal's discretion, for
the purpose of carrying out the terms of this

<Page>
                                                                              17


Agreement, to take any and all appropriate action and to execute any and all
documents and instruments which may be necessary or desirable to accomplish the
purposes of this Agreement, including, without limitation, any financing
statements, endorsements, assignments or other instruments of transfer.

                   (s) Each Named Investor hereby ratifies all that said
attorneys shall lawfully do or cause to be done pursuant to the power of
attorney granted in Section 6.1(a). All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby are
released.


                                  MISCELLANEOUS

TERMINATION. As to any particular Investor Stockholder, this Agreement shall no
longer be binding or of further force or effect as to such Investor Stockholder,
except as noted below, as of the date such Investor Stockholder has Transferred
all such Investor Stockholder's interest in the Common Stock; PROVIDED, HOWEVER,
that no such termination shall be effective if such Investor Stockholder is in
breach of this Agreement.

REMEDIES.

                   (t) Each Investor Stockholder shall have all rights and
remedies reserved for such Investor Stockholder pursuant to this Agreement, the
Company's Articles of Incorporation and By-Laws and all rights and remedies
which such holders have been granted at any time under any other agreement or
contract and all of the rights which such holders have under any law or equity.
Any Person having any rights under any provision of this Agreement will be
entitled to enforce such rights specifically, to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
granted by law or equity.


<Page>
                                                                              18


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

CONSENT TO AMENDMENTS. Except as expressly set forth herein, the provisions of
this Agreement may only be amended or waived with the prior written consent of
each of the parties hereto.

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

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


<Page>
                                                                              19


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

NOTICES. All notices, demands and other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing or
sent by facsimile and shall be deemed to have been given (i) when personally
delivered or sent by facsimile (with proof of receipt at the number to which
notices are required to be sent), (ii) one business day after being sent by
overnight courier (receipt confirmation requested) or (iii) five business days
after being mailed by certified or registered mail (return receipt requested and
postage prepaid) to the recipient. Such notices, demands and other
communications will be sent to the Company and each Investor Stockholder at the
address or addresses indicated on the signature pages hereto or on the Investor
Joinder (as the case may be), or to such other address or to the attention of
such other person as the recipient party has specified by prior written notice
under this Section 7.7 to the sending party.

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

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

JURISDICTION; VENUE; PROCESS. (a) The parties to this Agreement agree that
jurisdiction and venue in any action brought by any party hereto pursuant to
this Agreement shall properly lie and shall be brought in any federal or state
court located in the State of New York. By execution and delivery of this
Agreement, each party hereto irrevocably submits to the jurisdiction of such
courts for itself or himself

<Page>
                                                                              20


and in respect of its or his property with respect to such action. The parties
hereto irrevocably agree that venue would be proper in such court, and hereby
irrevocably waive any objection that such court is an improper or inconvenient
forum for the resolution of such action.

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

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

                                     * * * *


<Page>
                                                                              21


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

                                       WEIGHT WATCHERS INTERNATIONAL, INC.


                                       By: /s/ Ray Debbane
                                          --------------------------------------


Address for Notices:                   With copies to:
Weight Watchers International, Inc.    Simpson Thacher & Bartlett
175 Crossways Park West                425 Lexington Avenue
Woodbury, NY 11797                     New York, New York 10017
Facsimile No.:                         Facsimile No.:  1-212-455-2502
Attn:  Chief Executive Officer         Attn:  Robert E. Spatt, Esq.
<Page>
                                                                              22


                                       ARTAL LUXEMBOURG S.A.


                                       By: /s/ David Van Zandt
                                          --------------------------------------


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

                                       and

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

<Page>
                                                                              23


                                       INCORPORATED PTY. LTD.
                                       LOGO


                                       By: /s/ Richard Penn
                                          --------------------------------------


Address for Notices:                   With copies to:
Logo Incorporated Pty. Ltd.            Andersen Legal
502/1 Kirribilli Avenue                141 Walker Street
Kirribilli                             North Sydney
N.S.W.  2061                           NSW  2060
Australia                              Australia
Facsimile No.:  011-612-9959-5025      Facsimile No.:  011-612-9964-6650
Attn:  Chief Executive Officer         Attn: Costas Condoleon
                                             Timothy Woodforde
<Page>
                                                                              24


                                       MERCHANT CAPITAL, INC.



                                       By: /s/ Mark Patterson
                                          --------------------------------------


Address for Notices:                   With copies to:



Facsimile No.:                         Facsimile No.:
Attn:                                  Attn:

<Page>
                                                                              25



                                       SCOTIABANC, INC.


                                       By: /s/ W. T. Brown
                                          --------------------------------------


Address for Notices:                   With copies to:
William Brown                          Eric Knight
Scotiabanc, Inc.                       One Liberty Plaza
600 Peachtree Street, NE               New York, New York 10006
Atlanta, GA 30308                      Facsimile No.:  212-225-5172
Facsimile No.: 404-888-8998



                                       ENVOY PARTNERS


                                       By: /s/ Blair Effran
                                          --------------------------------------


Address for Notices:                   With copies to:



Facsimile No.:                         Facsimile No.:
Attn:                                  Attn:

<Page>
                                       26


                                       LONGISLAND INTERNATIONAL LIMITED


                                       By: /s/ Nicolas Karpuchess
                                          --------------------------------------


Address for Notices:                   With copies to:





Facsimile No.:                         Facsimile No.:
Attn:                                  Attn:
<Page>


                                   SCHEDULE 1

Number of Shares
Named Investor                                        of Common Stock
--------------                                        ---------------

Merchant Capital, Inc.                                   200,000

Logo Incorporated Pty. Ltd.                              230,000

Longisland International Limited                         140,000

Envoy Partners                                           200,000

Scotiabanc, Inc.                                         200,000


<Page>


                                                                  EXHIBIT 2.1(a)


                                INVESTOR JOINDER

                  By execution of this Investor Joinder, the undersigned agrees
to become a party to that certain Stockholders' Agreement, dated as of September
30, 1999 (the "Agreement"), among Weight Watchers International, Inc. (the
"Company"), Artal Luxembourg S.A. and the other stockholders of the Company
named therein. By execution of this Investor Joinder, the undersigned shall have
all rights, and shall observe all the obligations, applicable to [fill in name
of transferee] (except as otherwise set forth in the Agreement), and to have
made on the date hereof all representations and warranties made by such Investor
Stockholder, modified, if necessary, to reflect the nature of the undersigned as
a corporation, partnership, other entity or natural person.

Name:_________________________

Address for Notices:                   With copies to:

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

If an individual, are you presently married or separated?

                           yes _____                     no _____

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

                                             Signature:___________________

                                                    Date:___________________


<Page>


                         CONSENT AND AGREEMENT OF SPOUSE
                         -------------------------------

                  I, _________________________________, am the spouse of
____________________, one of the stockholders of Weight Watchers International,
Inc., a Virginia corporation (the "Company"). I acknowledge that my spouse is a
party to that certain Stockholders' Agreement, dated as of September 30, 1999,
among the Company Artal Luxembourg S.A. and the other stockholders of the
Company named therein (the "Agreement"), and that I have read the Agreement. I
consent to, agree to, approve and ratify each and every one of the terms and
provisions of the Agreement, and I further agree to provide all notices and
information required of me in the time and manner set forth in the Agreement.

                  Executed this ____ day of __________, 199_.



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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>6
<FILENAME>a2061567zex-10_20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
<Page>

                                                                   EXHIBIT 10.20





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



                                WARRANT AGREEMENT



                          Dated as of November 24, 1999


                                     between


                            WEIGHTWATCHERS.COM, INC.


                                       and


                       WEIGHT WATCHERS INTERNATIONAL, INC.





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

<Page>


                                WARRANT AGREEMENT
                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                                                Page

<S>               <C>                                                                                            <C>
SECTION 1.            Defined Terms...............................................................................1

         1.1      Certain Definitions.............................................................................1
         1.2      Rules of Construction...........................................................................4

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

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

SECTION 3.            Terms of Warrants; Exercise of Warrants.....................................................7

         3.1      Exercise Period.................................................................................7
         3.2      Manner of Exercise..............................................................................7
         3.3      Issuance of Warrant Shares......................................................................8
         3.4      Fractional Warrant Shares.......................................................................8
         3.5      Sufficient Authorized Share Capital.............................................................9
         3.6      Payment of Taxes................................................................................9

SECTION 4.            Adjustment of Exercise Price and Number of Warrant Shares Issuable..........................9

         4.1      Adjustments.....................................................................................9
         4.2      Superseding Adjustment.........................................................................13
         4.3      Minimum Adjustment.............................................................................14
         4.4      Notice of Adjustment...........................................................................14
         4.5      Notice of Certain Transactions.................................................................14
         4.6      Adjustment to Warrant Certificate..............................................................15
         4.7      Challenge to Good Faith Determination..........................................................15
         4.8      Treasury Stock.................................................................................15
</Table>


                                      - i -

<Page>

<Table>
<Caption>

                                                                                                               PAGE

<S>               <C>                                                                                           <C>
SECTION 5.            Holders' Rights and Obligations............................................................15

         5.1      Registration Rights............................................................................15
         5.2      Other Rights and Obligations...................................................................15

SECTION 6.            Miscellaneous..............................................................................16

         6.1      Notices to the Company and WWI.................................................................16
         6.2      Amendments.....................................................................................17
         6.3      Severability...................................................................................17
         6.4      Successors.....................................................................................17
         6.5      Termination....................................................................................17
         6.6      Governing Law..................................................................................17
         6.7      Jurisdiction; Venue............................................................................17
         6.8      Benefits of This Agreement.....................................................................17
         6.9      Counterparts...................................................................................18
         6.10     Table of Contents..............................................................................18
         6.11     MUTUAL WAIVER OF JURY TRIAL....................................................................18
</Table>


EXHIBITS

EXHIBIT A         -   Form of Note

EXHIBIT B         -   Form of Warrant Certificate


                                     - ii -

<Page>

                  WARRANT AGREEMENT, dated as of November 24, 1999 (the
"AGREEMENT"), between WeightWatchers.com, Inc., a Delaware corporation (the
"COMPANY"), and Weight Watchers International, Inc., a Virginia corporation
("WWI").


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

                  WHEREAS, WWI has agreed to loan the Company up to an aggregate
principal amount of $10.0 million (the "LOAN") pursuant to the terms of the Note
attached hereto as Exhibit A; and

                  WHEREAS, in order to induce WWI to make the Loan, the Company
has agreed to enter into this Agreement and issue 60,246 Warrants to WWI.

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

                  SECTION 1.  DEFINED TERMS.

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

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

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

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

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

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


<Page>


                                                                               2



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

                  "COMMISSION" means the Securities and Exchange Commission.

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

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

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

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

                  "EXERCISE PRICE" means the purchase price per Warrant Share to
         be paid upon the exercise of each Warrant, which price shall be $500.00
         per Warrant Share as adjusted in accordance with the terms hereof.

                  "EXPIRATION DATE" means November 24, 2009.

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

                  "INDEPENDENT FINANCIAL EXPERT" means a nationally recognized
         investment bank that does not (and whose directors, executive officers
         and 5% stockholders do not) have a


<Page>

                                                                               3


         direct or indirect financial interest in the Company, the Holders, or
         any of their respective subsidiaries or Affiliates, which has not been
         for at least five years, and at the time it is called upon to give
         independent financial advice to the Company is not (and none of its
         directors, executive officers or 5% stockholders is), a promoter,
         director, or officer of the Company, the Holders or any of their
         respective subsidiaries or Affiliates. The Independent Financial Expert
         may be compensated and indemnified by the Company for opinions or
         services it provides as an Independent Financial Expert.

                  "ISSUE DATE" means November 24, 1999, the date on which the
         Warrants are first issued.

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

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

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

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

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

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

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

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

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

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

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


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                                                                               4


                  1.2 RULES OF CONSTRUCTION. Unless the text otherwise required.

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

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

                    (iii) "or" is not exclusive;

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

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

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

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

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

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

                  2.3 REGISTRATION, REGISTRATION OF TRANSFERS AND EXCHANGES. The
Company will keep, at the office or agency maintained by the Company for such
purpose, a register or registers in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of, and registration of transfer and exchange of, Warrants as provided herein.
Each person designated by the Company from time to time as a Person authorized
to register the

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                                                                               5


transfer and exchange of the Warrants is hereinafter called, individually and
collectively, the "WARRANT REGISTRAR." The Company hereby initially appoints
itself as Warrant Registrar. Upon written notice to the Holders and any acting
Warrant Registrar, the Company may appoint a successor Warrant Registrar for
such purposes.

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

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

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

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

                  2.5  RESTRICTIVE LEGENDS.

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

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                                                                               6


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

                  2.6 OFFICES FOR EXERCISE, ETC. So long as any of the Warrants
remain outstanding, the Company will designate: (a) an office or agency where
the Warrant Certificates may be presented for exercise, (b) an office or agency
where the Warrant Certificates may be presented for registration of transfer and
for exchange, and (c) an office or agency where notices and demands to or upon
the Company in respect of the Warrants or of this Agreement may be served. The
Company may from time to time change such designation, as it may deem desirable
or expedient. The Company will give to the Holders and the Warrant Registrar
written notice of the location of any such office or agency and of any change of
location thereof. The Company hereby designates its office at the address set
forth in Section 6.1, as the initial agency maintained for such purpose.

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

                  2.8 LOST, STOLEN, DESTROYED, DEFACED OR MUTILATED WARRANT
CERTIFICATES. Upon receipt by the Company (or any agent of the Company if
requested by the Company) of evidence satisfactory to it of the loss, theft,
destruction, defacement or mutilation of any Warrant Certificate and of
indemnity satisfactory to it (which may include posting a bond) and, in the case
of mutilation or defacement, upon surrender thereof to the Company for
cancellation, then, in the absence of notice to the Company that such Warrant
Certificate has been acquired by a BONA FIDE purchaser or holder in due course,
the Company shall execute in exchange for or in lieu of the lost, stolen,
destroyed, defaced or mutilated Warrant Certificate, a new Warrant Certificate
representing a like number of Warrants, bearing a number or other distinguishing
symbol not contemporaneously outstanding. Upon the issuance of any new Warrant
Certificate under this Section, the Company may require the payment from the
holder of such Warrant Certificate of a sum sufficient to cover any tax, stamp
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Registrar) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall constitute an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the

<Page>


                                                                               7


benefits of (but shall be subject to all the limitations of rights set forth in)
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section 2.8 are exclusive with respect to the replacement of lost, stolen,
destroyed, defaced or mutilated Warrant Certificates and shall preclude (to the
extent lawful) any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement of lost, stolen, destroyed, defaced or mutilated Warrant
Certificates.

                  SECTION 3. TERMS OF WARRANTS; EXERCISE OF WARRANTS.

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

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

                  3.2 MANNER OF EXERCISE. A Warrant may be exercised at any time
prior to the Expiration Date upon (i) surrender to the Company of the Warrant
Certificates, together with the form of election to purchase properly completed
and executed by the Holder thereof and (ii) payment to the Company of the
Exercise Price for each share of Common Stock or other securities issuable upon
exercise of such Warrants. The Exercise Price may be paid (i) in cash or by
certified or official bank check or by wire transfer to an account designated by
the Company for such purpose (a "CASH EXERCISE") or (ii) without the payment of
cash, by reducing the number of shares of Common Stock that would be obtainable
upon the exercise of a Warrant and payment of the Exercise Price in cash so as
to yield a number of shares of Common Stock upon the exercise of such Warrant
equal to the product of (a) the number of shares of Common Stock for which such
Warrant is exercisable as of the date of exercise (if the Exercise Price were
being paid in cash) and (b) the Cashless Exercise Ratio. An exercise of a
Warrant in accordance with clause (ii) of the immediately preceding sentence is
herein called a "CASHLESS EXERCISE." In the event of a Cashless Exercise of
Warrants, the Company will purchase from the Holder thereof such number of
Warrants as would have entitled the Holder thereof to receive the excess of the
number of shares of Common Stock deliverable upon a Cash Exercise over the
number of shares of Common Stock deliverable upon a Cashless Exercise, for a
purchase price equal to the Exercise Price multiplied by the excess of the
number of shares of Common Stock purchasable upon a Cash Exercise over the
number of shares of Common Stock purchasable upon a Cashless Exercise. The
Company agrees to offset the purchase price referred to in the immediately

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                                                                               8



preceding sentence with the obligation to pay the Exercise Price in respect of
the shares of Common Stock deliverable upon a Cashless Exercise. Upon surrender
of a Warrant Certificate representing more than one Warrant in connection with
the holder's option to elect a Cashless Exercise, the number of shares of Common
Stock deliverable upon a Cashless Exercise shall be equal to the number of
shares of Common Stock issuable upon the exercise of Warrants that the Holder
specifies are to be exercised pursuant to a Cashless Exercise multiplied by the
Cashless Exercise Ratio. All provisions of this Agreement shall be applicable
with respect to a surrender of a Warrant Certificate pursuant to a Cashless
Exercise for less than the full number of Warrants represented thereby. Upon
surrender of the Warrant Certificate and payment of the Exercise Price in
accordance with this Agreement, the Company will issue shares of Common Stock of
the Company for each Warrant evidenced by such Warrant Certificate, subject to
adjustment as described herein. Whenever there occurs a Cashless Exercise, the
Company shall deliver to the Holder a certificate setting forth the Cashless
Exercise Ratio.

                  3.3 ISSUANCE OF WARRANT SHARES. Subject to Section 2.8, upon
the surrender of Warrant Certificates and payment of the Exercise Price, as set
forth above, the Company shall issue shares of Common Stock in such name or
names as the Holder may designate, for the number of full Warrant Shares so
purchased upon the exercise of such Warrants or other securities or property to
which it is entitled, registered or otherwise to the Person or Persons entitled
to receive the same, together with cash as provided in Section 3.4 in respect of
any fractional Warrant Shares otherwise issuable upon such exercise. Such shares
of Common Stock shall be deemed to have been issued and any Person so designated
shall be deemed to have become a holder of record of such Warrant Shares as of
the date of the surrender of such Warrant Certificates and payment of the per
share Exercise Price or upon a Cashless Exercise.

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

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

                  3.5 SUFFICIENT AUTHORIZED SHARE CAPITAL.

         The Company has and will maintain an authorized share capital
sufficient for the issuance of such number of shares of Common Stock as will be
issuable upon the exercise of all

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                                                                               9



outstanding Warrants. Such shares of Common Stock, when issued and paid for in
accordance with the Warrant Agreement, will be duly and validly issued, fully
paid and nonassessable, free of preemptive rights and free from all liens,
charges and security interests with respect to the issue thereof.

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

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

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

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

                  (b) CASH DIVIDENDS AND OTHER DISTRIBUTIONS. In case at any
time or from time to time after the date hereof the Company shall distribute to
holders of shares of Common Stock (i) any dividend or other distribution of
cash, evidences of its indebtedness, shares of its capital stock or any other
properties or securities or (ii) any options, warrants or other rights to
subscribe

<Page>


                                                                              10


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

                  (c) RIGHTS ISSUE. In the event that at any time or from time
to time after the date hereof the Company shall issue, sell, distribute or
otherwise grant any rights to subscribe for or to purchase, or any options or
warrants for the purchase of, or any securities convertible or exchangeable
into, shares of Common Stock to all holders of shares of Common Stock, entitling
such holders to subscribe for or purchase shares of Common Stock or stock or
securities convertible into shares of Common Stock within 60 days after the
record date for such issuance, sale, distribution or other grant, as the case
may be, and the sum of (a) the offering price of such right, option, warrant or
other security (on a per share basis) and (b) any subscription, purchase,
conversion or exchange price per share of Common Stock (the "CONSIDERATION") is
lower at the record date for such issuance than the then Current Market Value
per share of such Common Stock, the number of shares of Common Stock thereafter
purchasable shall be increased to a number determined by multiplying the number
of shares of Common Stock issuable immediately prior to the record date upon
exercise of each Warrant by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding on the date of issuance of such
rights, options, warrants or securities plus the number of additional shares of
Common Stock offered for subscription or purchase or into or for which such
securities are convertible or exchangeable, and the denominator of which shall
be the number of shares of Common Stock outstanding on the date of issuance of
such rights, options, warrants or securities plus the total number of shares of
Common Stock which could be purchased at the Current Market Value with the
aggregate of the Consideration with respect to such issuance, sale, distribution
or other grant. Such adjustment shall be made whenever such rights, options or
warrants are issued and shall become effective retroactively immediately after
the record date for the determination of stockholders entitled to receive such
rights, options, warrants or securities; provided however, that the Company is
not required to make an adjustment pursuant to this Section 4.1(c) if the
Company shall make the same distribution to Holders of Warrants. No adjustment
shall be made pursuant to this Section

<Page>


                                                                              11


4.1(c) which shall have the effect of decreasing the number of Warrant Shares
purchasable upon exercise of each Warrant.

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

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

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

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

                  (e) TENDER OFFERS; EXCHANGE OFFERS. In the event that the
Company or any subsidiary of the Company shall purchase shares of Common Stock
pursuant to a tender offer or an exchange offer for a price per share of Common
Stock that is greater than the then Current Market Value per share of Common
Stock in effect at the end of the trading day immediately following the day on
which such tender offer or exchange offer expires, then the Company, or

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                                                                              12



such subsidiary of the Company, shall, within 10 Business Days of the expiry of
such tender offer or exchange offer, offer to purchase Warrants for comparable
consideration per share of Common Stock based on the number of shares of Common
Stock which the Holders of such Warrants would receive upon exercise of such
Warrants (the "OFFER") (such amount less the Exercise Price in respect of such
share, the "PER SHARE CONSIDERATION"); PROVIDED, HOWEVER, if a tender offer is
made for only a portion of the outstanding shares of Common Stock, then such
offer shall be made for such shares of Common Stock issuable upon exercise of
the Warrants in the same pro rata proportion.

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

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

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

                           (i) (A) grants to, exercises of Rights by, or
         issuances of equity securities to employees, directors, consultants or
         advisors of the Company or any of its subsidiaries and (B) exercises of
         Rights by, or issuances of equity securities in connection with Rights
         previously issued to former employees, former directors, former
         consultants (to the extent that all such securities, other than those
         permitted by clause (ii) below, do not have an aggregate value in
         excess of 15% of the equity value of the Company on a fully diluted
         basis, as determined in good faith by the Board). As used herein,
         "RIGHT" shall mean any right, option, warrant or convertible or
         exchangeable security containing the right to subscribe for or acquire
         one or more shares of Common Stock, excluding the Warrants;

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

                           (iii) bona fide public offerings or private
         placements;

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

<Page>


                                                                              13


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

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

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

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

                  4.2 SUPERSEDING ADJUSTMENT. Upon the expiration of any rights,
options, warrants or conversion or exchange privileges which resulted in the
adjustments pursuant to this Section 4, if any thereof shall not have been
exercised, the number of Warrant Shares purchasable upon the exercise of each
Warrant shall be readjusted as if (A) the only shares of Common Stock issuable
upon exercise of such rights, options, warrants, conversion or exchange
privileges were the shares of Common Stock, if any, actually issued upon the
exercise of such rights, options, warrants or conversion or exchange privileges
and (B) shares of Common Stock actually issued, if any, were issuable for the
consideration actually received by the Company upon such exercise plus the
aggregate consideration, if any, actually received by the Company for the
issuance, sale or grant of all such rights, options, warrants or conversion or
exchange privileges whether or not exercised; PROVIDED, HOWEVER, that no such
readjustment shall (except by reason of an intervening adjustment under Section
4.1(a)) have the effect of decreasing the number of Warrant Shares purchasable
upon the exercise of each Warrant by an amount in excess of the amount of the
adjustment initially made in respect of the issuance, sale or grant of such
rights, options, warrants or conversion or exchange privileges.

                  4.3 MINIMUM ADJUSTMENT. The adjustments required by the
preceding Sections of this Section 4 shall be made whenever and as often as any
specified event requiring an adjustment shall occur, except that no adjustment
of the number of shares of Common Stock purchasable upon exercise of Warrants
that would otherwise be required shall be made (except in the case of a
subdivision or combination of shares of Common Stock, as provided for in Section

<Page>


                                                                              14


4.1(a)) unless and until such adjustment either by itself or with other
adjustments not previously made increases or decreases by at least 1% of the
number of shares of Common Stock purchasable upon exercise of Warrants
immediately prior to the making of such adjustment. Any adjustment representing
a change of less than such minimum amount shall be carried forward and made as
soon as such adjustment, together with other adjustments required by this
Section 4 and not previously made, would result in a minimum adjustment. For the
purpose of any adjustment, any specified event shall be deemed to have occurred
at the close of business on the date of its occurrence. In computing adjustments
under this Section 4, fractional interests in shares of Common Stock shall be
taken into account to the nearest one-hundredth of a share.

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

                  4.5 NOTICE OF CERTAIN TRANSACTIONS. In the event that the
Company shall propose (a) to pay any dividend payable in securities of any class
to the holders of its shares of Common Stock or to make any other distribution
to the holders of its shares of Common Stock, (b) to offer the holders of its
shares of Common Stock rights to subscribe for or to purchase any securities
convertible into shares of Common Stock or shares of Common Stock or shares of
stock of any class or any other securities, rights or options, (c) to effect any
reclassification of its shares of Common Stock, capital reorganization or
Combination or (d) to effect the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, or in the event of a tender offer or
exchange offer described in Section 4.1(e), the Company shall within 5 Business
Days of making such proposal, tender offer or exchange offer send to the Holders
a notice of such proposed action or offer, such notice to be mailed by the
Company to the Holders at their addresses as they appear in the Warrant
Register, which shall specify the record date for the purposes of such dividend,
distribution or rights, or the date such issuance or event is to take place and
the date of participation therein by the holders of shares of Common Stock, if
any such date is to be fixed, and shall briefly indicate the effect of such
action on the shares of Common Stock and on the number and kind of any other
shares of stock and on other property, if any, and the number of shares of
Common Stock and other property, if any, purchasable upon exercise of each
Warrant after giving effect to any adjustment which will be required as a result
of such action. Such notice shall be given by the Company as promptly as
possible and, in the case of any action covered by clause (a) or (b) above, at
least 10 Business Days prior to the record date for determining holders of the
shares of Common Stock for purposes of such action and, in the case of any other
such action, at least 20 Business Days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of shares of
Common Stock, whichever shall be the earlier.

<Page>


                                                                              15


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

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

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

                  SECTION 5.  HOLDERS' RIGHTS AND OBLIGATIONS.

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

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

                  SECTION 6. MISCELLANEOUS.

                  6.1 NOTICES TO THE COMPANY AND WWI. Any notice or demand
authorized by this Agreement to be given or made by the Holder of any Warrant
Certificate to or on the Company shall be sufficiently given or made (i) five
business days after deposited in the mail, first class or registered, postage
prepaid, (ii) one business day after being timely delivered to a next-day air
courier or (ii) when receipt is acknowledged by the addressee, if telecopied,
addressed (until another addresses is filed in writing by the Company with the
Holders), as follows:

<Page>


                                                                              16



                                 WeightWatchers.com, Inc.
                                 c/o The Invus Group, Ltd.
                                 135 East 57th Street
                                 New York, New York 10022
                                 Attention:  Chris Sobecki and Phillipe Amouyal
                                 Telecopy:  (212) 371-1829

                                 with a copy to:

                                 Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                                 New York, New York 10017
                                 Attention: Robert E. Spatt, Esq.
                                 Telecopy: (212) 455-2502

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

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

                                 with a copy to:

                                 Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                                 New York, New York 10017
                                 Attention: Robert E. Spatt, Esq.
                                 Telecopy: (212) 455-2502

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

                  6.3 SEVERABILITY. The provisions of this Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such

<Page>


                                                                              17



clause or provision, or part thereof, and shall not in any manner affect such
clause or provision in any other jurisdiction or any other clause or provision
of this Agreement in any jurisdiction.

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

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

                  6.6 GOVERNING LAW. THIS WARRANT AGREEMENT AND THE WARRANTS
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

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

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

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

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

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

<Page>


                                                                              18


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


<Page>



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

                                    WEIGHTWATCHERS.COM, INC.



                                    By:    /s/ Philippe Amouyal
                                         ---------------------------------------
                                         Name:  Philippe Amouyal
                                         Title: President



                                    WEIGHT WATCHERS INTERNATIONAL, INC.



                                    By:   /s/ Robert W. Hollweg
                                         ---------------------------------------
                                         Name:  Robert W. Hollweg
                                         Title: Vice President & Secretary


<Page>

                                                                       EXHIBIT A



                                 [Form of Note]



<Page>

                                                                       EXHIBIT B



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

No. ___                                                           _____ Warrants


                               WARRANT CERTIFICATE

                            WEIGHTWATCHERS.COM, INC.


                  THIS CERTIFIES THAT, Weight Watchers International, Inc., a
Virginia corporation ("WWI"), is the owner of _____ Warrants (the "WARRANTS") as
described above, transferable only on the books of WeightWatchers.com, Inc., a
Delaware corporation (the "COMPANY"), by the holder thereof in person or by his
or her duly authorized attorney, on surrender of the Certificate properly
endorsed. Each Warrant entitles the holder thereof (the "HOLDER"), at its option
and subject to the provisions contained herein and in the Warrant Agreement,
dated as of November __, 1999 (the "WARRANT AGREEMENT"), between the Company and
WWI, to purchase from the Company, one Warrant Share per Warrant at the exercise
price per share of $500.00 (the "EXERCISE PRICE"), or by Cashless Exercise. This
Warrant is subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions the Holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the Warrant Agreement for a full statement of the respective rights,
limitations of rights, duties and obligations of the Company and the Holders of
the Warrants. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate
shall terminate and become void as of 5:00 p.m. on November __, 2009 (the
"EXPIRATION DATE") or upon the exercise hereof as to all the shares of Common
Stock subject hereto. The Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants shall be subject to adjustment from
time to time as set forth in the Warrant Agreement.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.


<Page>


                                                                               2


                  THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be executed on behalf of the Company on the date set forth below.

Dated: November __, 1999


                                           WEIGHTWATCHERS.COM, INC.



                                           By:
                                               ---------------------------------
                                               Name:
                                               Title:




<Page>

                    [FORM OF REVERSE OF WARRANT CERTIFICATE]



                  This Warrant Certificate is issued under and in accordance
with the Warrant Agreement. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Company c/o The
Invus Group, Ltd., 135 East 57th Street, New York, New York 10022.

                  Warrants may be exercised at any time until 5:00 p.m., New
York City time on the Expiration Date. Subject to the terms of the Warrant
Agreement, the Warrants may be exercised in whole or in part by surrender of
this Warrant Certificate with the form of election to purchase Warrant Shares
attached hereto duly executed and with the simultaneous payment of the Exercise
Price (i) in cash to the Company at the office of the Company or (ii) by
Cashless Exercise. Payment of the Exercise Price in cash shall be made in cash
or by certified or official bank check payable to the order of the Company or by
wire transfer of same-day funds to an account designated by the Company for such
purpose. Payment by Cashless Exercise shall be made by the surrender of a
Warrant or Warrants represented by one or more Warrant Certificates and without
payment of the Exercise Price in cash, in exchange for the issuance of such
number of shares of Common Stock equal to the product of (1) the number of
shares of Common Stock for which such Warrants would otherwise then be nominally
exercised if payment of the Exercise Price were being made in cash and (2) the
Cashless Exercise Ratio.

                  The Warrant Agreement provides that upon the occurrence of
certain events the number of shares of Common Stock issuable upon the exercise
of each Warrant shall, subject to certain conditions, be adjusted.

                  In the event the Company enters into a Combination following
which this Warrant remains outstanding, the Holder hereof will be entitled to
receive upon exercise of the Warrants the shares of capital stock or other
securities or other property of such surviving entity as such Holder would have
been entitled to receive upon or as the result of such Combination had the
Holder exercised its Warrants immediately prior to such Combination; PROVIDED,
HOWEVER, that in the event that, in connection with such Combination,
consideration to holders of shares of Common Stock in exchange for their shares
is payable solely in cash or in the event of the dissolution, liquidation or
winding-up of the Company, the Holder hereof will be entitled to receive
distributions on an equal basis with the holders of shares of Common Stock or
other securities issuable upon exercise of the Warrants, as if the Warrants had
been exercised immediately prior to such events, less the Exercise Price.

                  The Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges in connection with the transfer
or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant
Agreement but not for any exchange or original issuance (not involving a
transfer) with respect to the exercise of the Warrants or the Warrant Shares.

                  Upon any partial exercise of the Warrants, there shall be
issued to the Holder hereof a new Warrant Certificate in respect of the Warrant
Shares as to which the Warrants shall

<Page>

                                                                               2


not have been exercised. This Warrant Certificate may be exchanged at the office
of the Company by presenting this Warrant Certificate properly endorsed with a
request to exchange this Warrant Certificate for other Warrant Certificates
evidencing an equal number of Warrants. In the event any fractional Warrant
Shares would have to be issued upon the exercise of the Warrants, the Company
may, at its option, pay an amount in cash equal to the Current Market Value for
one Warrant Share on the Business Day immediately preceding the date the Warrant
is exercised, multiplied by such fraction, in lieu of issuing such fractional
share.

                  The Warrants do not entitle any holder hereof to any of the
rights of a stockholder of the Company. All shares of Common Stock issuable by
the Company upon the exercise of the Warrants shall, upon such issue, be duly
and validly issued and fully paid and non-assessable.

                  The Holder of this Warrant Certificate may be deemed and
treated by the Company as the absolute owner of the Warrant Certificate for all
purposes whatsoever and the Company shall not be affected by notice to the
contrary.



<Page>

                   FORM OF ELECTION TO PURCHASE WARRANT SHARES
                 (to be executed only upon exercise of Warrants)

                                     [        ]


                  The undersigned hereby irrevocably elects to exercise
____________ Warrants at an exercise price per Warrant Share of $________ to
acquire an equal number of Warrant Shares on the terms and conditions specified
in the within Warrant Certificate and the Warrant Agreement therein referred to,
surrenders this Warrant Certificate and all right, title and interest therein to
WeightWatchers.com, Inc., and directs that the shares of Common Stock
deliverable upon the exercise of such Warrants be registered or placed in the
name and at the address specified below and delivered thereto.

Date:  ________________, ____


                                           _______________________________1/
                                           (Signature of Owner)


                                           -------------------------------
                                           (Street Address)


                                           -------------------------------
                                           (City)    (State)    (Zip Code)



--------
1/       The signature must correspond with the name as written upon the face of
         the within Warrant Certificate in every particular, without alteration
         or enlargement or any change whatever.


<Page>


                                                                              2


Securities and/or check to be issued to:

         Please insert social security or identifying number:

         Name:

         Street Address:

         City, State and Zip Code:

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

         Please insert social security or identifying number:

         Name:

         Street Address:

         City, State and Zip Code:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>7
<FILENAME>a2061567zex-10_21.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
<Page>

                                                                   EXHIBIT 10.21




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

No. 01                                                           60,246 Warrants


                               WARRANT CERTIFICATE

                            WEIGHTWATCHERS.COM, INC.


                  THIS CERTIFIES THAT, Weight Watchers International, Inc., a
Virginia corporation ("WWI"), is the owner of 60,246 Warrants (the "WARRANTS")
as described above, transferable only on the books of WeightWatchers.com, Inc.,
a Delaware corporation (the "COMPANY"), by the holder thereof in person or by
his or her duly authorized attorney, on surrender of the Certificate properly
endorsed. Each Warrant entitles the holder thereof (the "HOLDER"), at its option
and subject to the provisions contained herein and in the Warrant Agreement,
dated as of November 24, 1999 (the "WARRANT AGREEMENT"), between the Company and
WWI, to purchase from the Company, one Warrant Share per Warrant at the exercise
price per share of $500.00 (the "EXERCISE PRICE"), or by Cashless Exercise. This
Warrant is subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions the Holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the Warrant Agreement for a full statement of the respective rights,
limitations of rights, duties and obligations of the Company and the Holders of
the Warrants. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Warrant Agreement. This Warrant Certificate
shall terminate and become void as of 5:00 p.m. on November 24, 2009 (the
"EXPIRATION DATE") or upon the exercise hereof as to all the shares of Common
Stock subject hereto. The Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants shall be subject to adjustment from
time to time as set forth in the Warrant Agreement.

                  Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.


<Page>



                  THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be executed on behalf of the Company on the date set forth below.

Dated: November 24, 1999


                                            WEIGHTWATCHERS.COM, INC.



                                        By:  /s/ Philippe Amouyal
                                             ----------------------------------
                                             Name:
                                             Title:




<Page>


                    [FORM OF REVERSE OF WARRANT CERTIFICATE]



                  This Warrant Certificate is issued under and in accordance
with the Warrant Agreement. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Company c/o The
Invus Group, Ltd., 135 East 57th Street, New York, New York 10022.

                  Warrants may be exercised at any time until 5:00 p.m., New
York City time on the Expiration Date. Subject to the terms of the Warrant
Agreement, the Warrants may be exercised in whole or in part by surrender of
this Warrant Certificate with the form of election to purchase Warrant Shares
attached hereto duly executed and with the simultaneous payment of the Exercise
Price (i) in cash to the Company at the office of the Company or (ii) by
Cashless Exercise. Payment of the Exercise Price in cash shall be made in cash
or by certified or official bank check payable to the order of the Company or by
wire transfer of same-day funds to an account designated by the Company for such
purpose. Payment by Cashless Exercise shall be made by the surrender of a
Warrant or Warrants represented by one or more Warrant Certificates and without
payment of the Exercise Price in cash, in exchange for the issuance of such
number of shares of Common Stock equal to the product of (1) the number of
shares of Common Stock for which such Warrants would otherwise then be nominally
exercised if payment of the Exercise Price were being made in cash and (2) the
Cashless Exercise Ratio.

                  The Warrant Agreement provides that upon the occurrence of
certain events the number of shares of Common Stock issuable upon the exercise
of each Warrant shall, subject to certain conditions, be adjusted.

                  In the event the Company enters into a Combination following
which this Warrant remains outstanding, the Holder hereof will be entitled to
receive upon exercise of the Warrants the shares of capital stock or other
securities or other property of such surviving entity as such Holder would have
been entitled to receive upon or as the result of such Combination had the
Holder exercised its Warrants immediately prior to such Combination; PROVIDED,
HOWEVER, that in the event that, in connection with such Combination,
consideration to holders of shares of Common Stock in exchange for their shares
is payable solely in cash or in the event of the dissolution, liquidation or
winding-up of the Company, the Holder hereof will be entitled to receive
distributions on an equal basis with the holders of shares of Common Stock or
other securities issuable upon exercise of the Warrants, as if the Warrants had
been exercised immediately prior to such events, less the Exercise Price.

                  The Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges in connection with the transfer
or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant
Agreement but not for any exchange or original issuance (not involving a
transfer) with respect to the exercise of the Warrants or the Warrant Shares.



<Page>



                  Upon any partial exercise of the Warrants, there shall be
issued to the Holder hereof a new Warrant Certificate in respect of the Warrant
Shares as to which the Warrants shall not have been exercised. This Warrant
Certificate may be exchanged at the office of the Company by presenting this
Warrant Certificate properly endorsed with a request to exchange this Warrant
Certificate for other Warrant Certificates evidencing an equal number of
Warrants. In the event any fractional Warrant Shares would have to be issued
upon the exercise of the Warrants, the Company may, at its option, pay an amount
in cash equal to the Current Market Value for one Warrant Share on the Business
Day immediately preceding the date the Warrant is exercised, multiplied by such
fraction, in lieu of issuing such fractional share.

                  The Warrants do not entitle any holder hereof to any of the
rights of a stockholder of the Company. All shares of Common Stock issuable by
the Company upon the exercise of the Warrants shall, upon such issue, be duly
and validly issued and fully paid and non-assessable.

                  The Holder of this Warrant Certificate may be deemed and
treated by the Company as the absolute owner of the Warrant Certificate for all
purposes whatsoever and the Company shall not be affected by notice to the
contrary.



<Page>


                   FORM OF ELECTION TO PURCHASE WARRANT SHARES
                 (to be executed only upon exercise of Warrants)

                                    [         ]


                  The undersigned hereby irrevocably elects to exercise
____________ Warrants at an exercise price per Warrant Share of $________ to
acquire an equal number of Warrant Shares on the terms and conditions specified
in the within Warrant Certificate and the Warrant Agreement therein referred to,
surrenders this Warrant Certificate and all right, title and interest therein to
WeightWatchers.com, Inc., and directs that the shares of Common Stock
deliverable upon the exercise of such Warrants be registered or placed in the
name and at the address specified below and delivered thereto.

Date:  ________________, ____


                                         _______________________________1/
                                         (Signature of Owner)


                                         -------------------------------
                                         (Street Address)


                                         -------------------------------
                                         (City)    (State)    (Zip Code)



--------
1/       The signature must correspond with the name as written upon the face of
         the within Warrant Certificate in every particular, without alteration
         or enlargement or any change whatever.


<Page>


Securities and/or check to be issued to:

         Please insert social security or identifying number:

         Name:

         Street Address:

         City, State and Zip Code:

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

         Please insert social security or identifying number:

         Name:

         Street Address:

         City, State and Zip Code:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>8
<FILENAME>a2061567zex-10_24.txt
<DESCRIPTION>EXHIBIT 10.24
<TEXT>
<Page>

                                                                   EXHIBIT 10.24

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
ASSIGNED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT AND LAWS IS AVAILABLE.

                            WEIGHTWATCHERS.COM, INC.

                        SECOND AMENDED AND RESTATED NOTE

$34,500,000                                                      OCTOBER 1, 2000

      FOR VALUE RECEIVED, the undersigned, WEIGHTWATCHERS.COM, INC., a Delaware
corporation (the "Company"), promises to pay to the order of WEIGHT WATCHERS
INTERNATIONAL, INC., a Virginia corporation (the "Holder"), in six (6) equal
semi-annual installments on March 31 and September 30 of each year, commencing
on March 31, 2004 and ending September 30, 2006 (the "Maturity Date"), the
principal amount of (a) THIRTY FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS
($34,500,000), or, if less, (b) the aggregate unpaid principal amount as of
March 30, 2004 of all loans made by the Holder to the Company pursuant to this
second amended and restated promissory note (this "Note").

      Until July 31, 2003, the Holder agrees, at any time or from time to time,
to loan the Company up to an aggregate principal amount of $ 34,500,000 (the
"Commitment") within five business days of its receipt of a written request
therefor. This Note amends and restates as of the date hereof an existing
amended and restated promissory note dated October 1, 2000 between the Company
and the Holder (the "Old Note") in the aggregate principal amount of
$28,500,000, which included the outstanding principal amount plus accrued
interest on a pre-existing promissory note dated November 24, 1999 for
$10,000,000 between the Company and the Holder (the "Prior Note"). As of October
1, 2000, the principal amount plus accrued interest of the Prior Note was rolled
over and subsumed into the Old Note and the Prior Note was thereby cancelled.
All loans made under this Note shall be in an amount equal to $100,000 or an
integral multiple thereof. The unpaid principal amount of this Note from
borrowings made under this Note from and including the Issuance Date through
September 10, 2001 shall bear interest beginning January 1, 2002 at a rate of
13% per annum, and such interest shall be due and payable semi-annually in
arrears on March 31 and September 30 of each year, commencing on March 31, 2002.
The unpaid principal amount of this Note from borrowings made under this Note
after September 10, 2001 shall bear interest at a rate of 13% per annum, and
such interest shall be due and payable semi-annually in arrears on March 31 and
September 30 of each year, commencing on March 31, 2002. Interest will be
computed on the basis of a 365-day year and the actual number of days elapsed
including the first day but excluding the payment date. All payments of
principal of and interest on this Note shall be payable in lawful currency of
the United States of America. All such payments shall be made by the Company to
an account established by the Holder and notified to the Company and shall be
recorded on the books and records of the Company and the Holder.


                                       1
<Page>

      The Company agrees to pay to the Holder a commitment fee for the period
from and including January 1, 2002 to July 31, 2003, computed at a rate of 0.50%
per annum on the average daily unused portion of the Commitment payable
semi-annually in arrears on March 31 and September 30 of each year, commencing
March 31, 2002.

      If any payment on this Note becomes due and payable on a day other than a
day on which commercial banks in New York City are open for the transaction of
normal business (a "Business Day"), the maturity thereof shall be extended to
the next succeeding Business Day and, with respect to any payment of principal,
interest or commitment fees thereon, shall be payable at the then applicable
rate during such extension.

      The Holder is authorized to endorse on Schedule A attached hereto and made
a part hereof, the amount of each loan made pursuant to this Note (including the
outstanding principal and interest on the Prior Note) and the date and amount of
each payment or prepayment of principal thereof. Each such endorsement shall
constitute PRIMA FACIE evidence of the accuracy of the information endorsed.

      In addition to, but not in limitation of, the foregoing, the Company
further agrees to pay all expenses, including (i) the making of any loans under
this Note and (ii) reasonable attorneys' fees and legal expenses, incurred by
the Holder in connection with endeavoring to collect any amounts payable
hereunder which are not paid when due.

      1. PAYMENT PROVISIONS.

            1.1 PAYMENTS ON THIS NOTE. The Company shall make payments of
principal of, interest on and the commitment fees with respect to this Note when
due.

            1.2 OPTIONAL REDEMPTION. This Note may be redeemed at the option of
the Company, at any time or from time to time, in whole or in part, without
premium or penalty, at par plus accrued and unpaid interest, plus any accrued
and unpaid commitment fees.

            1.3 CHANGE OF CONTROL. Upon a Change of Control, the Holder shall
have the right to require the Company to repurchase this Note at a purchase
price equal to 101% of the principal amount thereof plus accrued and unpaid
interest plus any accrued and unpaid commitment fee to the date of purchase.


                                       2
<Page>

      2. DEFAULT. The entire unpaid principal of this Note, together with all
accrued and unpaid interest and any accrued and unpaid commitment fees shall
become and be immediately due and payable upon written demand of the Holder (or
in the case of an event specified in Sections 2(g) or (h), automatically without
notice), without any other notice or demand of any kind or any presentment or
protest, if any one of the following events (an "Event of Default") shall occur
and be continuing at the time of such demand, whether voluntarily or
involuntarily, or, without limitation, occurring or brought about by operation
of law or pursuant to or in compliance with any judgment, decree or order of any
court or any order, rule or regulation of any governmental body:

                  a.    The Company defaults in any payment of interest or any
                        commitment fee on this Note when the same becomes due
                        and payable, and such default continues for a period of
                        30 days;

                  b.    The Company (i) defaults in the payment of the principal
                        of this Note when the same becomes due and payable at
                        its Stated Maturity or pursuant to the provision of
                        Section 1.3, (ii) defaults in the payment of the
                        principal of this Note when the same becomes due and
                        payable upon redemption, upon declaration or otherwise,
                        or (iii) fails to redeem or purchase the Note when
                        required pursuant to this Note;

                  c.    The Company fails to comply with Section 3.8;

                  d.    The Company or any of its Subsidiaries fail to comply
                        with any other provision of Section 3, and such failure
                        continues for 30 days after the notice specified below;

                  e.    The Company or any of its Subsidiaries fail to comply
                        with any of its agreements in this Note (other than
                        those referred to in (a), (b), (c) or (d) above) and
                        such failure continues for 60 days after the notice
                        specified below;

                  f.    Indebtedness of the Company or any of its Subsidiaries
                        is not paid within any applicable grace period after
                        final maturity or is accelerated by the holders thereof
                        because of a default and the total amount of such
                        Indebtedness unpaid or accelerated at any time exceeds
                        $1,000,000;

                  g.    The Company or any of its Subsidiaries pursuant to or
                        within the meaning of any Bankruptcy Law:

                        1.    commences a voluntary case;

                        2.    consents to the entry of an order for relief
                              against it in an involuntary case;


                                       3
<Page>

                        3.    consents to the appointment of a custodian of it
                              or for any substantial part of its property; or

                        4.    makes a general assignment for the benefit of its
                              creditors;

                              or  takes  any   comparable   action  under  any
                              foreign laws relating to insolvency;

                  h.    A court of competent jurisdiction enters an order or
                        decree under any Bankruptcy Law that:

                        1.    is for relief against the Company or any of its
                              Subsidiaries in an involuntary case;

                        2.    appoints a custodian of the Company or any of its
                              Subsidiaries or for any substantial part of its
                              property; or

                        3.    orders the winding up or liquidation of the
                              Company or any of its Subsidiaries;

                        or any similar relief is granted under any foreign laws
                        and the order, decree or relief remains unstayed and in
                        effect for 60 consecutive days;

                  i.    Any judgment or decree for the payment of money in
                        excess of $1,000,000 is rendered against the Company or
                        any of its Subsidiaries (other than a judgment or decree
                        in a claim brought by any Person arising out of, or
                        relating to, the Company's or any of its Subsidiaries'
                        (A) use of the Weight Watchers trademarks, service
                        marks, trade names, brand names, copyrights, program
                        information, terminology or materials, and/or other
                        intellectual property as provided in any license
                        agreement between the Company (or any of its
                        Subsidiaries) and the Holder, or (B) provision of
                        services pursuant to any service agreement between the
                        Company (or any of its Subsidiaries) and the Holder) and
                        is not discharged and either (1) an enforcement
                        proceeding has been commenced by any creditor upon such
                        judgment or decree or (2) there is a period of 60 days
                        following such judgment during which such judgment or
                        decree is not discharged, waived or the execution
                        thereof stayed; or

            A Default under Sections 2(d) or (e) is not an Event of Default
            until the Holder notifies the Company of the Default and the Company
            does not cure such Default within the time specified after receipt
            of such notice.


                                       4
<Page>

      3. COVENANTS.

            3.1 LIMITATION ON INDEBTEDNESS.

                  a.    The Company and its Subsidiaries shall not Incur any
                        Indebtedness which will result in the total Indebtedness
                        of the Company and its Subsidiaries exceeding
                        $44,000,000 (including the amount of any principal and
                        interest outstanding on this Note) at any time that
                        there is any principal or interest outstanding on this
                        Note. Notwithstanding the foregoing, for purposes of
                        determining the total Indebtedness Incurred by the
                        Company and its Subsidiaries at any time, any
                        Indebtedness between the Company and any of its
                        Subsidiaries, or between any of the Company's
                        Subsidiaries, shall be excluded.

                  b.    This Note shall be senior and have a first priority over
                        all other Indebtedness of the Company.

            3.2 LIMITATION ON LIENS. The Company shall not, directly or
indirectly create, incur, assume or suffer to exist any Lien that secures
obligations on any asset or property of the Company and any of its Subsidiaries
or any income or profits therefrom, or assign or convey any right to receive
income therefrom except for (A) (i) Liens incurred in the ordinary course of
business for sums not overdue for a period of more than thirty (30) days (other
than Liens consented in writing by Holder), (ii) Liens incurred in the ordinary
course of business to finance the purchase, lease or improvement of property
(real or personal) or equipment, or (iii) Liens incurred with respect to this
Note or any Guarantee issued by the Holder or any Subsidiary of the Holder, or
(B) the amount of such Lien or Liens do not result in the total Indebtedness of
the Company exceeding $44,000,000 as hereinbefore provided.

            3.3 LIMITATION ON DISTRIBUTIONS AND REDEMPTIONS.

                  a.    The Company or any Subsidiary shall not, directly or
                        indirectly, to (i) declare or pay any dividend or make
                        any distribution on or in respect of its Capital Stock
                        (including any payment in connection with any merger or
                        consolidation involving the Company) or similar payment
                        to the direct or indirect holders of its Capital Stock
                        except (1) dividends or distributions payable solely in
                        its Capital Stock (other than Disqualified Stock) or in
                        options, warrants or other rights to purchase such
                        Capital Stock and (2) dividends or distributions payable
                        solely to the Company or a Wholly Owned Subsidiary, (ii)
                        purchase, redeem, retire or otherwise acquire for value
                        any Capital Stock of the Company or any Wholly Owned
                        Subsidiary held by Persons other than the Company, (iii)
                        purchase, repurchase, redeem, defease or otherwise
                        acquire or retire for value, prior to scheduled
                        maturity, scheduled repayment or scheduled sinking fund
                        payments any Indebtedness (other than Indebtedness
                        represented by this Note and Indebtedness


                                       5
<Page>

                        between the Company and any of its Subsidiaries, or
                        between Subsidiaries of the Company) or (iv) make any
                        Investment in any Person other than a Permitted
                        Investment.

                  b.    The provisions of Section 3.3(a) shall not prohibit:

                        The repurchase, redemption or other acquisition or
                        retirement for value of any Equity Interests of the
                        Company held by any director, officer or employee of the
                        Company or any Subsidiary of the Company upon such
                        director ceasing to be a director or upon the
                        termination of such officer's or employee's employment
                        with the Company or any Subsidiary of the Company;
                        provided that the aggregate price paid for all such
                        repurchased, redeemed, acquired or retired Equity
                        Interests shall not exceed $1,000,000 in any
                        twelve-month period.

            3.4 LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM SUBSIDIARIES.
The Company shall not, and shall not permit any Subsidiary to, create or permit
to exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary to (i) pay dividends or make any other distributions
on its Capital Stock or pay any Indebtedness or other obligation owed to the
Company or any of its Subsidiaries, (ii) make any loans or advances to the
Company or any of its Subsidiaries, or (iii) transfer any of its property or
assets to the Company or any of its Subsidiaries.

            3.5 LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK. The Company
shall not, and shall not permit any Subsidiary to, make any Asset Disposition in
excess of $10,000 unless (a) the Company or such Subsidiary receives
consideration at the time of such Asset Disposition at least equal to the fair
market value, as determined in good faith by the Board of Directors (including
as to the value of all non-cash consideration), of the shares and assets subject
to such Asset Disposition, (b) at least 85% of the consideration thereof
received by the Company or such Subsidiary is in the form of cash or cash
equivalents, and (c) an amount equal to 100% of the Net Available Cash from such
Asset Disposition is applied by the Company (or such Subsidiary, as the case may
be) to invest in Additional Assets within 120 days of receipt thereof. On the
121st day after an Asset Disposition or on such earlier date as the Board of
Directors shall determine not to apply 100% of the Net Available Cash as set
forth in the preceding sentence, the Company shall redeem this Note, in whole or
in part, at a price equal to 100% of the principal amount thereof plus accrued
and unpaid interest with the aggregate amount of Net Available Cash which has
not been applied in accordance with the preceding sentence.

            3.6 LIMITATION ON TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES.

                  a.    The Company shall not, and shall not permit any
                        Subsidiary of the Company to, directly or indirectly,
                        enter into or conduct any transaction or related series
                        of transactions (including the purchase, sale, lease or
                        exchange of any property or the rendering of any
                        service) with any Affiliate of the Company (an
                        "Affiliate Transaction") unless the terms of such
                        transaction are no less


                                       6
<Page>

                        favorable to the Company or such Subsidiary, as the case
                        may be, than those that could be obtained at the time of
                        such transaction in arm's-length dealings with a Person
                        who is not such an Affiliate.

                  b.    The foregoing shall not prohibit (1) any transaction
                        between the Company or any of its Subsidiaries, on the
                        one hand, and any Permitted Holder, on the other hand,
                        (2) any issuance of securities, or other payments,
                        awards or grants in cash, securities or otherwise
                        pursuant to, or the funding of, employment arrangements,
                        stock options and stock ownership plans approved by the
                        Board of Directors, (3) loans or advances to employees
                        in the ordinary course of business, or (4) any
                        transaction between the Company and a Wholly Owned
                        Subsidiary or between Wholly Owned Subsidiaries.

            3.7 SALE OF SUBSIDIARY CAPITAL STOCK. The Company (a) will not, and
will not permit any Subsidiary of the Company to, transfer, convey, sell, lease
or otherwise dispose of any Capital Stock of any Subsidiary to any Person (other
than the Company or a Wholly Owned Subsidiary) and (b) will not permit any
Subsidiary to issue any of its Capital Stock (other than, if necessary, shares
of its Capital Stock constituting directors' qualifying shares) to any Person
other than to the Company or a Wholly Owned Subsidiary.

            3.8 MERGER, CONSOLIDATION OR SALE OF ASSETS. The Company shall not
consolidate with or merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all its assets to, any Person (in one
transaction or a series of related transactions), or permit any Person to merge
with or into the Company and the Company will not permit any of its Subsidiaries
to enter into any such transaction or series of transactions if such transaction
or series of transactions, in the aggregate, would result in the sale,
assignment, conveyance, transfer, lease or other disposition of all or
substantially all of the properties and assets of the Company or the Company and
its Subsidiaries, taken as a whole, to any other Person or Persons without the
express written permission of the Holder, unless the principal amount of the
Note and any outstanding interest or commitment fee is paid in full prior to the
completion of any such transaction. In granting any such written permission the
Holder at a minimum will require the following:

                  1.    the resulting, surviving or transferee Person (the
                        "Successor Company") shall be a corporation organized
                        and existing under the laws of the United States of
                        America or any state thereof and the Successor Company
                        (if not the Company) shall expressly assume all the
                        obligations of the Company under this Note;

                  2.    immediately after giving effect to such transaction (and
                        treating any Indebtedness which becomes an obligation of
                        the Successor Company or any Subsidiary as a result of
                        such transaction as having been incurred by the
                        Successor Company or


                                       7
<Page>

                        such Subsidiary at the time of such transaction), no
                        Default or Event of Default shall have occurred and be
                        continuing;

                  3.    immediately after giving effect to such transaction on a
                        pro forma basis, the Successor Company shall have a
                        Consolidated Net Worth equal to or greater than an
                        amount which is not less than the Consolidated Net Worth
                        of the Company prior to such transaction; and

                  4.    the Company shall have delivered to the Holder an
                        Officers' Certificate and an Opinion of Counsel, each
                        stating that such consolidation, merger or transfer
                        complies with the terms of this Note and the Successor
                        Company shall have delivered to the Holder an Officer's
                        Certificate and an Opinion of Counsel, each stating that
                        the assumption of the Note has been duly approved and
                        authorized by the Board of Directors or Shareholders of
                        such Successor Company as may be required by the Holder.

            3.9 PERIODIC REPORTS. The Company shall provide the Holder with
three quarterly unaudited financial statements (within forty-five (45) days of
each quarter end) and audited annual reports containing all financial
information reasonably requested by Holder (within ninety (90) days of each year
end) including, without limitation, income statement, balance sheet, and cash
flows prepared in accordance with GAAP. Notwithstanding the foregoing, audited
annual reports with respect to calendar years 1999 and 2000 shall be provided by
the Company no later than May 31, 2001.

            3.10 CORPORATE EXISTENCE. The Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and the corporate, partnership, limited liability or other existence
of each of its Subsidiaries in accordance with the respective organizational
documents (as the same may be amended from time to time) of each Subsidiary and
the rights (charter and statutory) of the Company and each of its Subsidiaries;
provided, however, that the Company shall not be required to preserve any such
existence or right if such existence or right involves a Wholly Owned
Subsidiary.

            3.11 PAYMENT OF TAXES AND OTHER CLAIMS. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (a) all material taxes, assessments and governmental charges levied
or imposed upon it or any of its Subsidiaries or upon the income, profits or
property of it or any of its Subsidiaries and (b) all lawful claims for labor,
materials and supplies which, in each case, if unpaid, might by law become a
material Lien upon or a material liability affecting the property of it or any
of its Subsidiaries; provided, however, that the Company shall not be required
to pay or discharge or cause to be paid or discharged any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which appropriate provision has
been made.

            3.12 MAINTENANCE OF PROPERTIES AND INSURANCE.


                                       8
<Page>

            (a) The Company shall cause all material properties owned by or
leased by it or any of its Subsidiaries useful and necessary to the conduct of
its business or the business of any of its Subsidiaries to be improved or
maintained and kept in normal condition, repair and working order and shall
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in its judgment may be necessary, so that the
business carried on in connection therewith may be properly conducted at all
times; provided, however, that nothing in this Section 3.12 shall prevent the
Company or any of its Subsidiaries from discontinuing the use, operation or
maintenance of any of such properties, or disposing of any of them, if such
discontinuance or disposal is, in the judgment of the Board of Directors or of
the board of directors of any Subsidiary of the Company concerned, or of an
officer (or other agent employed by the Company or of any of its Subsidiaries)
of the Company or any of its Subsidiaries having managerial responsibility for
any such property, desirable in the conduct of the business of the Company or
any Subsidiary of the Company, and if such discontinuance or disposal is not
adverse in any material respect to the Holder.

            (b) To the extent available at commercially reasonable rates, the
Company shall maintain, and shall cause its Subsidiaries to maintain, insurance
with responsible carriers against such risks and in such amounts, and with such
deductibles, retentions, self-insured amounts and co-insurance provisions, as
are customarily carried by similar businesses, of similar size.

            3.13 COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT. The Company shall
deliver to the Holder, within 90 days after the close of each quarter, an
Officers' Certificate stating that a review of the activities of the Company and
its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing officers with a view to determining whether it has
kept, observed, performed and fulfilled, and has caused each of its Subsidiaries
to keep, observe, perform and fulfill its obligations under this Note and
further stating, as to each such officer signing such certificate, that, to the
best of his knowledge, the Company during such preceding fiscal year has kept,
observed, performed and fulfilled, and has caused each of its Subsidiaries to
keep, observe, perform and fulfill each and every such covenant contained in
this Note and no Default occurred during such year and at the date of such
certificate there is no Default which has occurred and is continuing or, if such
signers do know of such Default, the certificate shall describe its status, with
particularity and that, to the best of his or her knowledge, no event has
occurred and remains by reason of which payments on the account of the principal
of or interest on or commitment fee with respect to this Note is prohibited or
if such event has occurred, a description of the event and what action each is
taking or proposes to take with respect thereto. The Officers' Certificate shall
also notify the Holder should the Company elect to change the manner in which it
fixes its fiscal year end. The Company shall notify the Holder of any default or
defaults in the performance of any covenants or agreements under this Note
within five Business Days of becoming aware of any such default.

            3.14 COMPLIANCE WITH LAWS. The Company shall comply, and shall cause
its Subsidiaries to comply, with all applicable statutes, rules, regulations,
orders of the relevant jurisdiction in which they are incorporated and/or in
which they carry on business, all political subdivisions thereof, and of any
relevant governmental regulatory authority, in respect of the conduct of their
respective businesses and the ownership of their respective properties, except
for


                                       9
<Page>

such noncompliances as would not in the aggregate have a material adverse effect
on the financial condition or results of operations of the Company and its
Subsidiaries taken as a whole.

            3.15 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law or any usury law or other law that would prohibit
or forgive the Company from paying all or any portion of the principal of and/or
interest on this Note as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Note, and (to the extent that it may lawfully do so) the Company hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Holder, but will suffer and permit the execution of every such power as
though no such law had been enacted.

            3.16 CONDUCT OF BUSINESS. The Company shall not, and shall not
permit any Subsidiary to, engage in any business, other than a Related Business.

            3.17 FUTURE SUBSIDIARIES. Unless otherwise agreed to in writing by
Holder, after the Issuance Date, the Company will cause each Subsidiary created
or acquired by the Company and each of its Subsidiaries to execute and deliver
to the Holder a supplement to this Note (which shall also be executed and
delivered by the Company) pursuant to which such Subsidiary will become a party
to this Note and thereby be obligated, on a joint and several basis, to make
full and prompt payment of the principal of, premium, if any, and interest on
this Note.

            3.18 JURISDICTION OF INCORPORATION. The Company shall not change its
jurisdiction of incorporation or the jurisdiction of its tax residency to a
jurisdiction other than the United States of America or any state thereof.

      4. CERTAIN DEFINITIONS. For purposes of this Note, unless otherwise
specifically indicated herein, the term "consolidated" with respect to any
Person refers to such Person consolidated with its Subsidiaries. In addition,
for purposes of the following definitions and this Note generally, all
calculations and determinations shall be made in accordance with GAAP and shall
be based upon the consolidated financial statements of the Company and its
Subsidiaries prepared in accordance with GAAP. As used in this Note, the
following terms shall have the following meanings:

            "Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) in a Related Business; (ii) the Capital Stock of
a Person that becomes a Subsidiary as a result of the acquisition of such
Capital Stock by the Company or another Subsidiary of the Company; or (iii)
Capital Stock constituting a minority interest in any Person that at such time
is a Subsidiary of the Company; PROVIDED, HOWEVER, that, in the case of clauses
(ii) and (iii), such Subsidiary is primarily engaged in a Related Business.

            "Affiliate" of any specified Person means any other Person, directly
or indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly,


                                       10
<Page>

whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

            "Asset Disposition" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or dispositions) of
shares of Capital Stock of a Subsidiary (other than directors' qualifying
shares), property or other assets (each referred to for the purposes of this
definition as a "disposition") by the Company or any of its Subsidiaries
(including any disposition by means of a merger, consolidation or similar
transaction) other than (i) a disposition by a Subsidiary to the Company or by
the Company or a Subsidiary to a Wholly Owned Subsidiary, (ii) a disposition of
inventory in the ordinary course of business, (iii) the sale of Temporary Cash
Investments in the ordinary course of business, and (iv) a disposition of
obsolete equipment or property, or equipment or property that is no longer
useful in the business of the Company and its Subsidiaries and that is disposed
of in the ordinary course of business.

            "Attributable Indebtedness" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by this Note, compounded annually) of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

            "Bankruptcy Law" means Title 11, United States Code, or any similar
U.S. Federal and state laws relating to bankruptcy, insolvency, winding up,
administration, receivership and other similar matters.

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

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including, without
limitation, any Preferred Stock and if such Person is a partnership, partnership
interests, but excluding any debt securities convertible into such equity.

            "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP; and the Stated Maturity thereof
shall be the date of the last payment of rent or any other amount due under such
lease.

            "Change of Control" means the occurrence of any of the following
events:

            (i) any Person (other than a Permitted Holder) is or becomes the
      beneficial owner (as defined in Rules 13d-3 and 13d-5 under the United
      States Securities Exchange Act of 1934, as amended (the "Exchange Act"),
      except that such Person shall be deemed to have "beneficial ownership" of
      all shares that any such Person has the right to acquire, whether such
      right is exercisable immediately or only after the passage of time) of
      more than 35% of the total voting power of the Voting Stock of the
      Company;


                                       11
<Page>

            (ii) the first day within any period of two consecutive years,
      individuals who at the beginning of such period constituted the Board of
      Directors or the board of directors of the Company (together with any new
      directors whose election by such board of directors or whose nomination
      for election by the shareholders of the Company or the Company was
      approved by a majority of the directors of the Company, then still in
      office who were either directors at the beginning of such period or whose
      election or nomination for election was previously so approved) cease for
      any reason (other than by voluntary resignation, death or disability) to
      constitute a majority of such board of directors then in office;

            (iii) upon any merger or consolidation of the Company with or into
      any Person or any sale, transfer or other conveyance of all or
      substantially all of the assets of the Company, on a consolidated basis,
      in one transaction or a series of related transactions, if, immediately
      after giving effect to such transaction or series of related transactions,
      any Person (other than a Permitted Holder) is or becomes the owner,
      directly or indirectly, of more than 35% of the total voting power in the
      aggregate normally entitled to vote in the election of directors,
      managers, or trustees, as applicable, of the transferee or surviving
      entity;

            (iv) a sale or disposition (other than a transfer to one or more
      Wholly Owned Subsidiaries of the Company), whether directly or indirectly,
      by the Company of all or substantially all of its assets; or

            (v) the pro rata distribution by the Company to its stockholders of
      substantially all of its assets.

            "Company" means WeightWatchers.com, Inc. (the maker of this Note).

            "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP, as of the end of the most recent fiscal quarter
of the Company ending prior to the taking of any action for the purpose of which
the determination is being made, as (i) the par or stated value of all
outstanding Capital Stock of the Company plus (ii) paid-in capital or capital
surplus relating to such Capital Stock plus (iii) any retained earnings or
earned surplus less (A) any accumulated deficit and (B) any amounts attributable
to Disqualified Stock.

            "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement or other similar agreement as to
which such Person is a party or a beneficiary.

            "Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable) or upon the happening of any event
(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation
or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock or (iii) is redeemable at the option of the holder thereof,
in


                                       12
<Page>

whole or in part, in each case on or prior to the first anniversary of the
Stated Maturity of the Notes.

            "GAAP" means generally accepted accounting principles in the United
States in effect as of the Issuance Date.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation of such other
Person (whether arising by virtue of partnership arrangements, or by agreement
to keep-well, to purchase assets, goods, securities or services, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); PROVIDED, HOWEVER, that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a verb has a
corresponding meaning.

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; PROVIDED, HOWEVER, that any Indebtedness or Capital Stock of a
Person existing at the time such person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be incurred by such
Subsidiary at the time it becomes a Subsidiary.

            "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

            (i) the principal of and premium (if any) in respect of indebtedness
      of such Person for borrowed money;

            (ii) the principal of and premium (if any) in respect of obligations
      of such Person evidenced by bonds, debentures, notes or other similar
      instruments;

            (iii) all obligations of such Person in respect of letters of credit
      or other similar instruments (including reimbursement obligations with
      respect thereto);

            (iv) all obligations of such Person to pay the deferred and unpaid
      purchase price of property or services (except trade payables), which
      purchase price is due more than six months after the date of placing such
      property in service or taking delivery and title thereto or the completion
      of such services;

            (v) all Capitalized Lease Obligations and all Attributable
      Indebtedness of such Person;

            (vi) the amount of all obligations of such Person with respect to
      the redemption, repayment or other repurchase of any Disqualified Stock
      or, with respect to any Subsidiary of such Person, any Preferred Stock
      (but excluding, in each case, any accrued dividends);


                                       13
<Page>

            (vii) all Indebtedness of other Persons secured by a Lien on any
      asset of such Person, whether or not such Indebtedness is assumed by such
      Person; PROVIDED, HOWEVER, that the amount of such Indebtedness shall be
      the lesser of (A) the fair market value of such asset at such date of
      determination and (B) the amount of such Indebtedness of such other
      Persons;

            (viii) all Indebtedness of other Persons to the extent Guaranteed by
      such Person; and

            (ix) to the extent not otherwise included in this definition, net
      obligations of such Person under Currency Agreements and Interest Rate
      Agreements.

      For the avoidance of doubt, the term "Indebtedness" shall not be deemed to
include the trade liabilities of any Person.

            "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

            "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of such Person) or
other extension of credit (including by way of Guarantee or similar arrangement)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person.

            "Issuance Date" means October 1, 2000.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof) whether or not recorded,
filed or otherwise perfected under applicable law.

            "Net Available Cash" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring person of Indebtedness or other obligations relating
to such properties or assets or received in any other noncash form) therefrom,
in each case net of (i) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be paid or accrued as a liability under
GAAP, as a consequence of such Asset Disposition, (ii) all payments made on any
Indebtedness which is secured by any assets subject to such Asset Disposition,
in accordance with the terms of any Lien upon such assets, or which must by its
terms, or in order to obtain a necessary consent to such Asset Disposition, or
by applicable law be repaid out of the proceeds from such Asset Disposition,
(iii) all distributions and other payments required to be made to minority
interest holders in Subsidiaries or joint


                                       14
<Page>

ventures as a result of such Asset Disposition, and (iv) the deduction of
appropriate amounts to be provided by the seller as a reserve, in accordance
with GAAP, against any liabilities associated with the assets disposed of in
such Asset Disposition and retained by the Company or any Subsidiary of the
Company after such Asset Disposition.

            "Officers' Certificate" means a certificate signed on behalf of the
Company by two officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company that meets the requirements of
Section 8.5.

            "Opinion of Counsel" means a written opinion from legal counsel
which and who are reasonably acceptable to, and addressed to, the Holder
complying with the requirements of Section 8.5.

            "Permitted  Holder" means Artal Luxembourg S.A., the Holder or any
of their respective Affiliates.

            "Permitted Investment" means an Investment by the Company or any of
its Subsidiaries in:

            (1) any Subsidiary or Person that will, upon the making of the
      Investment, become or remain a Wholly Owned Subsidiary of the Company
      (provided the primary business of such Subsidiary is a Related Business);

            (2) any Subsidiary or Person if as a result of such Investment such
      other Person is merged or consolidated with or into, or transfers or
      conveys all or substantially all its assets to the Company or a Wholly
      Owned Subsidiary of the Company (provided such merger, consolidation,
      transfer or conveyance complies with Section 3.8 above);

            (3) cash and Temporary Cash Investments;

            (4) receivables owing to the Company or any Subsidiary if created or
      acquired in the ordinary course of business and payable or dischargeable
      in accordance with customary trade terms (provided that such trade terms
      may include concessionary trade terms as the Company or any Subsidiary
      deems reasonable under the circumstances);

            (5) payroll, travel and similar advances to cover matters that are
      expected at the time of such advances to be treated as expenses for
      accounting purposes and that are made in the ordinary course of business;

            (6) stock, obligations or securities received in the settlement of
      debts created in the ordinary course of business and owing to the Company
      or any Subsidiary or in the satisfaction of judgments;

            (7) any Person to the extent such Investment represents the non-cash
      portion of the consideration received for in an Asset Disposition as
      permitted pursuant to Section 3.5;


                                       15
<Page>

            (8) Investments the payment for which consists of Capital Stock of
      the Company (other than Disqualified Stock); and

            (9) any Investment acquired by the Company or any of its
      Subsidiaries (a) in exchange for any other Investment or accounts
      receivable held by the Company or any such Subsidiary in connection with
      or as a result of a bankruptcy, workout, reorganization or
      recapitalization of the issuer of such Investment or accounts receivable,
      or (b) as a result of a foreclosure by the Company or any such Subsidiary
      with respect to any secured Investment or other transfer of title with
      respect to any secured Investment in default.

            "Person" means any individual, corporation (including the Company),
partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization, government or any agency or
political subdivision thereof or any other entity.

            "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

            "Related Business" means any business related, ancillary or
complementary to the businesses of the Company's and its Subsidiaries' (i) use
of the Weight Watchers trademarks, service marks, trade names, brand names,
copyrights, program information, terminology or materials, and/or other
intellectual property as provided in any license agreement between the Company
(or any Subsidiary) and the Holder, or (ii) provision of services pursuant to
any service agreement between the Company (or any Subsidiary) and the Holder.

            "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Subsidiary
transfers such property to a Person and the Company or a Subsidiary leases it
from such Person.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

            "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (i) such Person, (ii) such
Person and one or more Subsidiaries of such Person or (iii) one or more
Subsidiaries of such Person.


                                       16
<Page>

            "Temporary Cash Investments" means any of the following: (i) any
Investment in direct obligations of the United States of America or any agency
thereof or obligations Guaranteed by the United States of America or any agency
thereof, (ii) Investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 180 days of the date of acquisition
thereof issued by a bank or trust company which is organized under the laws of
the United States of America or any state thereof having capital, surplus and
undivided profits aggregating in excess of $250 million and whose long-term
debt, or whose parent holding company's long-term debt, is rated "A" (or such
similar equivalent rating) or higher by at least one nationally recognized
statistical rating organization (as defined in Rule 436 under the Securities
Act), (iii) repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clause (i) above entered into
with a bank meeting the qualifications described in clause (ii) above, (iv)
Investments in commercial paper, maturing not more than 180 days after the date
of acquisition, issued by a corporation (other than an Affiliate of the Company)
organized and in existence under the laws of the United States of America or any
foreign country recognized by the United States of America with a rating at the
time as of which any investment therein is made of "P-1" (or higher) according
to Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard
and Poor's Ratings Group, (v) Investments in securities with maturities of six
months or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States of America, or by any
political subdivision or taxing authority thereof, and rated at least "A" by
Standard & Poor's Ratings Group or "A" by Moody's Investors Service, Inc., and
(vi) Investments in mutual funds whose investment guidelines restrict such
funds' investments to those satisfying the provisions of clauses (i) through (v)
above.

            "Voting Stock" of a corporation means all classes of Capital Stock
of such corporation then outstanding and normally entitled to vote in the
election of directors.

            "Wholly Owned Subsidiary" means a Subsidiary of the Company all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or another Wholly Owned Subsidiary.

      6. LOSS, THEFT, DESTRUCTION OR MUTILATION.

            Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Note and, in the case of such loss,
theft or destruction, upon delivery to the Company of an indemnity undertaking
reasonably satisfactory to the Company, or, in the case of any such mutilation,
upon surrender of this Note to the Company, the Company will issue a new note,
of like tenor and principal amount, in lieu of or in exchange for such lost,
stolen, destroyed or mutilated Note. Upon the issuance of any substitute Note,
the Company may require the payment to it of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other reasonable expenses in connection therewith.

      5. NOTICES AND DEMANDS.

            All notices, demands and other communications provided for in this
Note or made under this Note shall be in writing and shall be deemed to have
been duly given if delivered by


                                       17
<Page>

hand (whether by overnight courier or otherwise) or sent by registered or
certified mail, return receipt requested, postage prepaid, to the Person to whom
it is directed:

            (a)   If to Holder, to it at the following address:

                  Weight Watchers International, Inc.
                  175 Crossways Park West
                  Woodbury, NY  11797-2055
                  Attn:  General Counsel

             (b)  If to the Company, to it at the following
                  address:

                  WeightWatchers.com, Inc.
                  888 Seventh Ave., 8th Floor
                  New York, New York 10106
                  Attn: General Counsel

If a party desires to change its address for the purpose of receipt of notice,
or to change the person to receive a copy of notice, such notice or change of
address or recipient shall be given in the manner specified herein.

      6. PRESENT INTENT. By acceptance of this Note, the Holder acknowledges
that this Note is being acquired without a present intention of resale or
distribution, and that this Note will not be transferred, pledged or otherwise
disposed of by the Holder in the absence of an effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), or an
opinion of counsel (including in-house counsel) reasonably satisfactory to the
Company that such registration is, under the circumstances, not required.

      7. MISCELLANEOUS PROVISIONS.

            7.1 NO ORAL MODIFICATIONS. Neither this Note nor any term of this
Note may be changed, waived, discharged or terminated orally, but may only be
amended or modified by an instrument in writing signed by the Holder and the
Company.

            7.2 BINDING EFFECT. This Note shall be binding upon and inure to the
benefit of the Company, the Holder of this Note and their respective heirs,
successors and assigns.

            7.3 GOVERNING LAW, JURISDICTION; JURY TRIAL WAIVER. This Note shall
be governed by, and construed and interpreted in accordance with, the law of the
State of New York. The Company hereby irrevocably submits to the exclusive
jurisdiction of the United States District Court for the Southern District of
New York located in the borough of Manhattan in the City of New York, or, if
such court does not have jurisdiction, the Supreme Court of the State of New
York, New York County, for the purposes of any suit, action or other proceeding
arising out of this Note. The Company hereby further agrees that service of any
process, summons, notice or document by U.S. registered mail to its address set
forth in Section 6 shall be effective service of process for any action, suit or
proceeding in New York with respect to any matters to which it has submitted to
jurisdiction as set forth above in the immediately preceding sentence. Each of
the parties hereto irrevocably and unconditionally waives, to the extent
permitted by applicable


                                       18
<Page>

law, any objection to the laying of venue of any action, suit or proceeding
arising out of this Note in (a) the United States District Court for the
Southern District of New York or (b) the Supreme Court of the State of New York,
New York County, and hereby further irrevocably and unconditionally waives, to
the extent permitted by applicable law, and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum. To the extent permitted by applicable
law, the Company waives the right to trial by jury in any such action or
proceeding.

            7.4 RECOURSE. Recourse under this Note shall be to the assets of the
Company only and in no event to the officers, directors or stockholders of the
Company.

            7.5 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Note shall include:

            (1) statement that the Person making such certificate or opinion has
      read such covenant or condition;

             (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of such Person, such Person has
      made such examination or investigation as is necessary to enable such
      Person to express an informed opinion as to whether or not such covenant
      or condition has been complied with; and

            (4) a statement as to whether or not, in the opinion of each such
      Person, such condition or covenant has been complied with; PROVIDED,
      HOWEVER, that with respect to matters of fact an Opinion of Counsel may
      rely on an Officers' Certificate or certificates of public officials.

            7.6 ASSIGNABILITY. The Holder may sell, assign, transfer or
otherwise hypothecate ("Transfer") this Note to any other Person. If any
interest in this Note is Transferred in compliance with this Section 8.6, this
Note shall be cancelled and the Company shall execute and deliver a new note (in
substantially the form of this Note) to each Person to whom an interest in this
Note has been Transferred in an aggregate principal amount equal to such
Person's interest in this Note.

            7.7 COSTS. The Company will pay all reasonable costs and expenses of
collection, including attorneys' fees and disbursements, appraiser's fees and
court costs, incurred or paid by the Holder in enforcing this Note, to the
extent permitted by law, including all costs and reasonable attorneys' fees
incurred in any appeal, bankruptcy proceeding, or other proceeding.


                                       19
<Page>



      IN WITNESS WHEREOF, the Company has caused this Note to be executed in its
corporate name by its duly authorized officer as of this 10th day of September,
2001.

                                        WEIGHTWATCHERS.COM, INC.


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




Agreed and Accepted:

WEIGHT WATCHERS INTERNATIONAL, INC.


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



                                       20
<Page>

                                   SCHEDULE A

                          SCHEDULE OF PRINCIPAL AMOUNT

             The initial principal amount of this Note as of the Issuance Date
was $10,355,503. The following decreases/increases in the principal amount of
this Note have been made:

<Table>
<Caption>

-------------------------------------------------------------------------------
                Decrease       Increase       Total Principal        Notation
Date of         in             in             Amount at              Made by
Decrease        Principal      Principal      Maturity               or on
Increase        Amount at      Amount at      Following such         behalf
                Maturity       Maturity       Decrease/Increase      of Holder
-------------------------------------------------------------------------------
<S>             <C>            <C>            <C>                   <C>
10/16/00                       $200,000       $10,555,503
-------------------------------------------------------------------------------
10/25/00                       $300,000       $10,855,503
-------------------------------------------------------------------------------
11/1/00                        $2,700,000     $13,555,503
-------------------------------------------------------------------------------
11/29/00                       $2,500,000     $16,055,503
-------------------------------------------------------------------------------
12/18/00                       $1,100,000     $17,155,503
-------------------------------------------------------------------------------
1/5/01                         $900,000       $18,055,503
-------------------------------------------------------------------------------
1/22/01                        $2,000,000     $20,055,503
-------------------------------------------------------------------------------
2/15/01                        $1,300,000     $21,355,503
-------------------------------------------------------------------------------
3/16/01                        $1,000,000     $22,355,503
-------------------------------------------------------------------------------
4/6/01                         $600,000       $22,955,503
-------------------------------------------------------------------------------
4/23/01                        $544,497       $23,500,000
-------------------------------------------------------------------------------
5/9/01                         $700,000       $24,200,000
-------------------------------------------------------------------------------
6/6/01                         $800,000       $25,000,000
-------------------------------------------------------------------------------
7/9/01                         $700,000       $25,700,000
-------------------------------------------------------------------------------
8/24/01                        $500,000       $26,200,000
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
</Table>


                                       21
<Page>

<Table>
<Caption>

-------------------------------------------------------------------------------
                Decrease       Increase       Total Principal        Notation
Date of         in             in             Amount at              Made by
Decrease        Principal      Principal      Maturity               or on
Increase        Amount at      Amount at      Following such         behalf
                Maturity       Maturity       Decrease/Increase      of Holder
-------------------------------------------------------------------------------
<S>             <C>            <C>            <C>                   <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------
</Table>



                                       22

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>9
<FILENAME>a2061567zex-10_28.txt
<DESCRIPTION>EXHIBIT 10.28
<TEXT>
<Page>

                                                                   EXHIBIT 10.28

                                                                  EXECUTION COPY


                                 AMENDMENT NO. 1

         This AMENDMENT NO. 1, dated as of April 26, 2001 (this "AMENDMENT") to
the Existing Credit Agreement referred to below, is among WEIGHT WATCHERS
INTERNATIONAL, INC., a Virginia corporation ("WWI"), WW FUNDING CORP., a
Delaware corporation (the "SP1 BORROWER", and together with WWI, the
"BORROWERS") and the various financial institutions parties thereto (the
"LENDERS").


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

         WHEREAS, the Borrowers, the Lenders, The Bank of Nova Scotia, as the
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the
Lenders and as a lead arranger and a book manager, Credit Suisse First Boston,
as the syndication agent for the Lenders (in such capacity, the "SYNDICATION
AGENT") and as a lead arranger and a book manager and BHF (USA) Capital
Corporation, as the documentation agent for the Lenders (in such capacity, the
"DOCUMENTATION AGENT") are party to the Amended and Restated Credit Agreement,
dated as of January 16, 2001 (as further amended, supplemented or otherwise
modified prior to the First Amendment Effective Date (as defined below), the
"EXISTING CREDIT AGREEMENT");

         WHEREAS, the Borrower has requested that the Lenders amend certain
provisions of the Existing Credit Agreement as herein provided, and the Lenders
are willing to effect such amendments, but only on and subject to the terms and
conditions of this Amendment;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto hereby agree as follows.

                                     PART I
                                   DEFINITIONS

         SUBPART 0.1 CERTAIN DEFINITIONS. Terms used in this Amendment which are
defined in the Existing Credit Agreement shall have the meanings set forth in
the Existing Credit Agreement. The following additional terms, as used herein,
shall have the following respective meanings (such meanings to be equally
applicable to the singular and plural forms thereof):

         "AMENDMENT" is defined in the PREAMBLE.

<Page>

         "EXISTING CREDIT AGREEMENT" is defined in the FIRST RECITAL.

         "FIRST AMENDMENT EFFECTIVE DATE" is defined in SUBPART 3.1.


                                     PART II
                             AMENDMENTS TO EXISTING
                                CREDIT AGREEMENT

         SUBPART 2.1 AMENDMENT TO THE ARTICLE I. Article I of the Existing
Credit Agreement is hereby amended as set forth in SUBPART 2.1.1.

         SUBPART 2.1.1. Section 1.1 of the Existing Credit Agreement is hereby
amended by inserting the following definitions in the appropriate alphabetical
order:

                  "FIRST AMENDMENT EFFECTIVE DATE" is defined in Subpart 3.1 of
         Amendment No. 1, dated as of April 26, 2001, to this Agreement, among
         the Borrowers and the Lenders parties thereto.

                  "HEINZ COMMON SHARES" means the 1,428,000 WWI Common Shares
         owned by HJH (and/or its Affiliates) as of the First Amendment
         Effective Date, as such number of WWI Common Shares may be adjusted
         from time to time in accordance with Section 1.3 of the Heinz Put/Call
         Agreement.

                  "HEINZ PUT/CALL AGREEMENT" means the Put/Call Agreement, dated
         as of April 18, 2001, between WWI and HJH, as the same may be amended,
         supplemented or modified from time to time.

                  "MAXIMUM SUBORDINATED RESTRICTED PAYMENT AMOUNT" means, on any
         date, the difference between (a) the maximum Dollar amount that could
         then be used to redeem, purchase or defease Senior Subordinated Notes
         pursuant to, and without causing a Default under, CLAUSE (b)(ii) of
         SECTION 7.2.6 less (b) the Retained ECF Amount as of such date.

                  "RETAINED ECF AMOUNT" means, on any date, 50% of the amount of
         all Restricted Payments made (or to be made) during the then current
         fiscal year of WWI on or prior to such date of determination pursuant
         to CLAUSE (a)(w) of SECTION 7.2.6.

         SUBPART 2.2. AMENDMENTS TO ARTICLE VII. Article VII of the Existing
Credit Agreement is hereby amended in accordance with SUBPARTS 2.2.1 through
2.2.3.


                                      -2-
<Page>

         SUBPART 2.2.1. Clause (b) of Section 7.1.9 of the Existing Credit
Agreement is hereby amended by inserting the following language immediately
after the phrase "general corporate purposes":

         (including to fund Restricted Payments permitted pursuant to CLAUSE
(a)(w) of SECTION 7.2.6)

         SUBPART 2.2.2. Clause (a) of Section 7.2.6 of the Existing Credit
Agreement is hereby amended by inserting the following new clause (a)(w)
immediately before existing clause (a)(x):

         (w) from time to time on or prior to September 12, 2002, WWI may
         purchase or redeem for cash all or any portion of the Heinz Common
         Shares; PROVIDED, that (i) the aggregate consideration paid for all
         Heinz Common Shares shall not exceed $28,000,000, (ii) both before and
         after giving effect to any such purchase or redemption, no Default
         shall have occurred and be continuing, or would result therefrom and
         (iii) at the time of any such purchase or redemption (both before and
         after giving effect to any such purchase or redemption), the Borrower
         shall have at least $30,000,000 of availability under the Revolving
         Loan Commitments (after giving effect to the outstanding principal
         amount of Swing Line Loans and the aggregate amount of Letter of Credit
         Outstandings);

         SUBPART 2.2.3. Clause (b)(ii) of Section 7.2.6 of the Existing Credit
Agreement is hereby amended by inserting the following new clause (b)(ii)(w)
immediately before the existing clause (b)(ii)(x):

         (w) the aggregate amount of such redemption, purchase or defeasance
         does not exceed the then current Maximum Subordinated Restricted
         Payment Amount,

                                    PART III
                           CONDITIONS TO EFFECTIVENESS

         SUBPART 3.1. FIRST AMENDMENT EFFECTIVE DATE. This Amendment, and the
amendments and modifications set forth herein, shall be and become effective on
the date (the "FIRST AMENDMENT EFFECTIVE DATE") when each of the conditions set
forth in this Part shall have been fulfilled to the satisfaction of the
Administrative Agent.

         SUBPART 3.1.1. EXECUTION OF COUNTERPARTS. The Administrative Agent
shall have received counterparts of this Amendment, duly executed and delivered
on behalf of the Borrowers and the Required Lenders.

         SUBPART 3.1.2. AMENDMENT FEE, ETC. The Administrative Agent shall have
received (i) an amendment fee (but only for the account of each Lender that has
executed and delivered (including


                                      -3-
<Page>

delivery by way of facsimile) a copy of this Amendment to the attention of
Sherri Snelson at Mayer, Brown & Platt, 1675 Broadway, New York, New York 10019
(19th floor), telecopy number 212-262-1910, at or prior to 5:00 p.m. New York
time on April 26, 2001) in the amount of 1/8 of 1% of such Lender's portion of
the Total Exposure Amount, and (ii) any other amounts then owing to the
Administrative Agent.

         SUBPART 3.1.3. SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of the Borrowers shall be reasonably
satisfactory in form and substance to the Administrative Agent and its counsel,
and the Administrative Agent and its counsel shall have received all
information, approvals, opinions, documents or instruments as the Administrative
Agent or such counsel may reasonably request.

                                     PART IV
                         REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders to enter into this Amendment and to
amend the Existing Credit Agreement as provided herein, the Borrowers represent
and warrant to each Lender as set forth in this Part.

         SUBPART 4.1. COMPLIANCE WITH REPRESENTATIONS AND WARRANTIES. The
representations and warranties set forth herein, in Article VI of the Credit
Agreement and in each other Loan Document are true and correct in all material
respects with the same effect as if made on and as of the First Amendment
Effective Date (unless stated to relate solely to an earlier date, in which case
such representations and warranties were true and correct in all material
respects as of such earlier date), and both before and after giving effect to
the terms of this Amendment, no Default has occurred and is continuing.

         SUBPART 4.2. VALIDITY, ETC. This Amendment has been duly authorized,
executed and delivered by each of the Borrowers, and each of this Amendment, the
Credit Agreement and each other Loan Document constitutes the legal, valid and
binding obligations of the Borrowers and each other Obligor party thereto, in
each case enforceable against the Borrowers or such other Obligor(s) in
accordance with their respective terms, except as such enforceability may be
affected by the applicability of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

                                     PART V
                            MISCELLANEOUS PROVISIONS


                                      -4-
<Page>

         SUBPART 5.1. NO OTHER AMENDMENTS; REFERENCES TO THE CREDIT AGREEMENT,
ETC. Other than as specifically provided herein, this Amendment shall not
operate as a waiver or amendment of any right, power or privilege of any Lender
or Agent under the Credit Agreement or any other Loan Document or of any other
term or condition of the Credit Agreement or any other Loan Document, nor shall
the entering into of this Amendment preclude the Lenders or any Agent from
refusing to enter into any further waivers or amendments with respect to the
Credit Agreement or any other Loan Document. All references to the Credit
Agreement in any document, instrument, agreement, or writing shall from and
after the First Amendment Effective Date be deemed to refer to the Existing
Credit Agreement, as amended hereby. The Borrowers agree to pay all reasonable
expenses of the Administrative Agent in connection with the negotiation,
preparation, execution, delivery and administration of this Amendment and all
related documents, including all reasonable legal fees and expenses and all
expenses associated with the solicitation of and communication with the Lenders
in connection herewith, whether or not the transactions contemplated hereby or
thereby are consummated or effectuated.

         SUBPART 5.2. HEADINGS. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this or any other provision hereof.

         SUBPART 5.3. GOVERNING LAW. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).

         SUBPART 5.4. COUNTERPARTS; FACSIMILE SIGNATURES. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. Delivery of an executed counterpart of a signature page of this
Amendment by facsimile shall be effective as delivery of a manually executed
counterpart of this Amendment.

         SUBPART 5.5. CROSS-REFERENCES. References in this Amendment to any Part
or Subpart are, unless otherwise specified or otherwise required by the context,
to such Part or Subpart of this Amendment.

         SUBPART 5.6. SUCCESSORS AND ASSIGNS. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

         SUBPART 5.7. LOAN DOCUMENT PURSUANT TO CREDIT AGREEMENT. This Amendment
is a Loan Document executed pursuant to the Credit Agreement and shall be
construed, administered and applied in accordance with all of the terms and
provisions of the Credit Agreement.


                                      -5-
<Page>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers as of the day and year
first above written.

                                      WEIGHT WATCHERS INTERNATIONAL, INC.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      WW FUNDING CORP.


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                       S-1

<Page>



                                      LENDERS:

                                      THE BANK OF NOVA SCOTIA


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:



                                       S-2

<Page>



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



                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:




                                       S-3

<Page>


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



                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:



                                       S-4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>10
<FILENAME>a2061567zex-10_29.txt
<DESCRIPTION>EXHIBIT 10.29
<TEXT>
<Page>

                                                                   EXHIBIT 10.29



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



                                WARRANT AGREEMENT



                         Dated as of September 10, 2001



                                     between



                            WEIGHTWATCHERS.COM, INC.



                                       and



                       WEIGHT WATCHERS INTERNATIONAL, INC.



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


<Page>

                                WARRANT AGREEMENT
                                TABLE OF CONTENTS

                                                                            Page


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

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

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

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

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

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

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

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

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

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

<Page>

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

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


Exhibits

EXHIBIT A   -     Form of Note

EXHIBIT B   -     Form of Warrant Certificate




                                      -ii-
<Page>


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

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

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

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

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

            SECTION 1. DEFINED TERMS.

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

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

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

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

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

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

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

<Page>
                                                                               2


            "COMMISSION" means the Securities and Exchange Commission.

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

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

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

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

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

            "EXPIRATION DATE" means September 10, 2011.

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

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

<Page>
                                                                               3


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

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

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

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

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

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

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

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

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

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

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

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

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

            1.2 RULES OF CONSTRUCTION. Unless the text otherwise required.

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

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

                  (iii) "or" is not exclusive;

<Page>
                                                                               4


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

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

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

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

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

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

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

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

<Page>
                                                                               5


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

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

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

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

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

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

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

<Page>
                                                                               6


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

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

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

            SECTION 3. TERMS OF WARRANTS; EXERCISE OF WARRANTS.

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

<Page>
                                                                               7


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

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

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

<Page>
                                                                               8


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

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

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

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

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

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

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

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

<Page>
                                                                               9


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

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

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

<Page>
                                                                              10


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

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

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

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

<Page>
                                                                              11


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

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

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

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

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

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

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

<Page>
                                                                              12


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

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

            (iii) bona fide public offerings or private placements;

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

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

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

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

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

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

<Page>
                                                                              13


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

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

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

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

<Page>
                                                                              14


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

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

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

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

            SECTION 5. HOLDERS' RIGHTS AND OBLIGATIONS.

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

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

            SECTION 6. MISCELLANEOUS.

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

<Page>
                                                                              15


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

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

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

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

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

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

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

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

<Page>
                                                                              16


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

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

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

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

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

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

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


<Page>
                                                                              17



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

                                    WEIGHTWATCHERS.COM, INC.


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


                                    WEIGHT WATCHERS INTERNATIONAL, INC.


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


<Page>

                                    EXHIBIT A


                       [Form of Amended and Restated Note]



<Page>

                                    EXHIBIT B

                          [Form of Warrant Certificate]



<Page>

                    [FORM OF REVERSE OF WARRANT CERTIFICATE]




<Page>

                   FORM OF ELECTION TO PURCHASE WARRANT SHARES


<Page>

                                                                               2

Securities and/or check to be issued to:

      Please insert social security or identifying number:

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

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

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

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

      Please insert social security or identifying number:

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

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

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>11
<FILENAME>a2061567zex-10_30.txt
<DESCRIPTION>EXHIBIT 10.30
<TEXT>
<Page>

                                                                   EXHIBIT 10.30


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

No. 04                                                          533,333 Warrants

                               WARRANT CERTIFICATE

                            WEIGHTWATCHERS.COM, INC.

            THIS CERTIFIES THAT, Weight Watchers International, Inc., a Virginia
corporation ("WWI"), is the owner of 533,333 Warrants (the "WARRANTS") as
described above, transferable only on the books of WeightWatchers.com, Inc., a
Delaware corporation (the "COMPANY"), by the holder thereof in person or by his
or her duly authorized attorney, on surrender of the Certificate properly
endorsed. Each Warrant entitles the holder thereof (the "HOLDER"), at its option
and subject to the provisions contained herein and in the Warrant Agreement,
dated as of September 10, 2001 (the "WARRANT AGREEMENT"), between the Company
and WWI, to purchase from the Company, one Warrant Share per Warrant at the
exercise price per share of $ 7.14 (the "EXERCISE PRICE"), or by Cashless
Exercise. This Warrant is subject to the terms and provisions contained in the
Warrant Agreement, to all of which terms and provisions the Holder of this
Warrant Certificate consents by acceptance hereof. The Warrant Agreement is
hereby incorporated herein by reference and made a part hereof. Reference is
hereby made to the Warrant Agreement for a full statement of the respective
rights, limitations of rights, duties and obligations of the Company and the
Holders of the Warrants. Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Warrant Agreement. This Warrant
Certificate shall terminate and become void as of 5:00 p.m. on September 10,
2011 (the "EXPIRATION DATE") or upon the exercise hereof as to all the shares of
Common Stock subject hereto. The Exercise Price and the number of Warrant Shares
purchasable upon exercise of the Warrants shall be subject to adjustment from
time to time as set forth in the Warrant Agreement.

            Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.

            This Warrant Certificate shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

            IN WITNESS WHEREOF, the Company has caused this Warrant Certificate
to be executed on behalf of the Company on the date set forth below.

Dated: September 10, 2001

                                    WEIGHTWATCHERS.COM, INC.


                                    By: /s/ Sharon A. Fordham
                                       ---------------------------------
                                    Name:  Sharon A. Fordham
                                    Title: Chief Executive Officer


<Page>



                                                                               2

            This Warrant Certificate is issued under and in accordance with the
Warrant Agreement. A copy of the Warrant Agreement may be obtained for
inspection by the Holder hereof upon written request to the Company, 888 Seventh
Ave., 8th Floor, New York, New York 10106.

            Warrants may be exercised at any time until 5:00 p.m., New York City
time on the Expiration Date. Subject to the terms of the Warrant Agreement, the
Warrants may be exercised in whole or in part by surrender of this Warrant
Certificate with the form of election to purchase Warrant Shares attached hereto
duly executed and with the simultaneous payment of the Exercise Price (i) in
cash to the Company at the office of the Company or (ii) by Cashless Exercise.
Payment of the Exercise Price in cash shall be made in cash or by certified or
official bank check payable to the order of the Company or by wire transfer of
same-day funds to an account designated by the Company for such purpose. Payment
by Cashless Exercise shall be made by the surrender of a Warrant or Warrants
represented by one or more Warrant Certificates and without payment of the
Exercise Price in cash, in exchange for the issuance of such number of shares of
Common Stock equal to the product of (1) the number of shares of Common Stock
for which such Warrants would otherwise then be nominally exercised if payment
of the Exercise Price were being made in cash and (2) the Cashless Exercise
Ratio.

            The Warrant Agreement provides that upon the occurrence of certain
events the number of shares of Common Stock issuable upon the exercise of each
Warrant shall, subject to certain conditions, be adjusted.

            In the event the Company enters into a Combination following which
this Warrant remains outstanding, the Holder hereof will be entitled to receive
upon exercise of the Warrants the shares of capital stock or other securities or
other property of such surviving entity as such Holder would have been entitled
to receive upon or as the result of such Combination had the Holder exercised
its Warrants immediately prior to such Combination; PROVIDED, HOWEVER, that in
the event that, in connection with such Combination, consideration to holders of
shares of Common Stock in exchange for their shares is payable solely in cash or
in the event of the dissolution, liquidation or winding-up of the Company, the
Holder hereof will be entitled to receive distributions on an equal basis with
the holders of shares of Common Stock or other securities issuable upon exercise
of the Warrants, as if the Warrants had been exercised immediately prior to such
events, less the Exercise Price.

            The Company may require payment of a sum sufficient to pay all
taxes, assessments or other governmental charges in connection with the transfer
or exchange of the Warrant Certificates pursuant to Section 3.6 of the Warrant
Agreement but not for any exchange or original issuance (not involving a
transfer) with respect to the exercise of the Warrants or the Warrant Shares.

            Upon any partial exercise of the Warrants, there shall be issued to
the Holder hereof a new Warrant Certificate in respect of the Warrant Shares as
to which the Warrants shall not have been exercised. This Warrant Certificate
may be exchanged at the office of the Company by presenting this Warrant
Certificate properly endorsed with a request to exchange this Warrant
Certificate for other Warrant Certificates evidencing an equal number of
Warrants. In the event any fractional Warrant Shares would have to be issued
upon the exercise of the Warrants, the Company may, at its option, pay an amount
in cash equal to the Current Market Value for one Warrant Share on the Business
Day immediately preceding the date the Warrant is exercised, multiplied by such
fraction, in lieu of issuing such fractional share.

            The Warrants do not entitle any holder hereof to any of the rights
of a stockholder of the Company. All shares of Common Stock issuable by the
Company upon the exercise of the Warrants shall, upon such issue, be duly and
validly issued and fully paid and non-assessable.

            The Holder of this Warrant Certificate may be deemed and treated by
the Company as the absolute owner of the Warrant Certificate for all purposes
whatsoever and the Company shall not be affected by notice to the contrary.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>12
<FILENAME>a2061567zex-10_31.txt
<DESCRIPTION>EXHIBIT 10.31
<TEXT>
<Page>

                                                                   EXHIBIT 10.31

                           SECOND AMENDED AND RESTATED
                            COLLATERAL ASSIGNMENT AND
                               SECURITY AGREEMENT

            THIS SECOND AMENDED AND RESTATED COLLATERAL ASSIGNMENT AND SECURITY
AGREEMENT (this "Collateral Assignment and Security Agreement"), dated as of
September 10, 2001, made by WEIGHTWATCHERS.COM, INC., a Delaware corporation
(the "COMPANY"), in favor of WEIGHT WATCHERS INTERNATIONAL, INC., a Virginia
corporation (the "HOLDER").

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

            WHEREAS, the Company and the Holder are parties to that certain
Second Amended and Restated Note, dated as of October 1, 2000 (the "NOTE"), in a
principal amount of $34,500,000;

            WHEREAS, pursuant to the Note, the Holder has agreed to make loans
to the Company upon the terms and subject to the conditions set forth therein;
and

            WHEREAS, it is a condition to the obligation of the Holder to make
the loans to the Company under the Note that the Company shall have executed and
delivered this Agreement to the Holder.

            NOW, THEREFORE, in consideration of the premises and to induce the
Holder to enter into the Note and to induce the Holder to make the loans to the
Company, the Company hereby agrees with the Holder as follows:

            1.  DEFINED TERMS.

            1.1 DEFINITIONS.

            (a) Unless otherwise defined herein, terms defined in the Note and
used herein shall have the meanings given to them in the Note, and the following
terms which are defined in the Uniform Commercial Code in effect in the State of
New York on the date hereof are used herein as so defined: Accounts,
Certificated Security, Chattel Paper, Documents, Equipment, General Intangibles,
Instruments, Inventory, Investment Property and Proceeds.

            (b)  The following terms shall have the following meanings:

            "AGREEMENT": this Collateral Assignment and Security Agreement, as
      the same may be amended, supplemented or otherwise modified from time to
      time.

            "CODE": the Uniform Commercial Code as from time to time in effect
      in the State of New York.

            "COLLATERAL": as defined in Section 1.

            "COPYRIGHTS": (i) all copyrights arising under the laws of the
      United States, any other country or any political subdivision thereof,
      whether registered or unregistered and whether published or unpublished,
      all registrations and recordings thereof, and all applications in

<Page>

      connection therewith, including, without limitation, all registrations,
      recordings and applications in the United States Copyright Office, and
      (ii) the right to obtain all renewals thereof.

            "COPYRIGHT LICENSES": any written agreement naming the Company as
      licensor or licensee, granting any right under any Copyright, including,
      without limitation, the grant of rights to manufacture, distribute,
      exploit and sell materials derived from any Copyright.

            "DEPOSIT ACCOUNTS": as defined in the Uniform Commercial Code of any
      applicable jurisdiction and, in any event, including, without limitation,
      any demand, time, savings, passbook or like account maintained with a
      depositary institution.

            "INTELLECTUAL PROPERTY": the collective reference to all rights,
      priorities and privileges relating to intellectual property, whether
      arising under United States, multinational or foreign laws or otherwise,
      including, without limitation, the Copyrights, the Copyright Licenses, the
      Patents, the Patent Licenses, the Trademarks and the Trademark Licenses,
      and all rights to sue at law or in equity for any infringement or other
      impairment thereof, including the right to receive all proceeds and
      damages therefrom.

            "OBLIGATIONS": the collective reference to the unpaid principal of
      and interest on the loans made under the Note and all other obligations
      and liabilities of the Company to the Holder, whether direct or indirect,
      absolute or contingent, due or to become due, or now existing or hereafter
      incurred, which may arise under, out of, or in connection with, the Note
      or this Agreement.

            "PATENTS": (i) all letters patent of the United States, any other
      country or any political subdivision thereof, all reissues and extensions
      thereof and all goodwill associated therewith, (ii) all applications for
      letters patent of the United States or any other country and all
      divisions, continuations and continuations-in-part thereof and (iii) all
      rights to obtain any reissues or extensions of the foregoing.

            "PATENT LICENSE": all agreements, whether written or oral, providing
      for the grant by or to the Company of any right to manufacture, use or
      sell any invention covered in whole or in part by a Patent.

            "RECEIVABLE": any right to payment for goods sold or leased or for
      services rendered, whether or not such right is evidenced by an Instrument
      or Chattel Paper and whether or not it has been earned by performance
      (including, without limitation, any Account).

            "TRADEMARKS": (i) all trademarks, trade names, corporate names,
      company names, business names, fictitious business names, trade styles,
      service marks, logos and other source or business identifiers, and all
      goodwill associated therewith, now existing or hereafter adopted or
      acquired, all registrations and recordings thereof, and all applications
      in connection therewith, whether in the United States Patent and Trademark
      Office or in any similar office or agency of the United States, any State
      thereof or any other country or any political subdivision thereof, or
      otherwise, and all common-law rights related thereto, and (ii) the right
      to obtain all renewals thereof.

            "TRADEMARK LICENSE" means any agreement, written or oral, providing
      for the grant by or to the Company of any right to use any Trademark.


                                       2
<Page>

            "VEHICLES" means all cars, trucks, trailers, construction and earth
      moving equipment and other vehicles covered by a certificate of title law
      of any state and all tires and other appurtenances to any of the
      foregoing.

            1.2 OTHER DEFINITIONAL PROVISIONS.

            (a) The words "hereof," "herein", "hereto" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection and Schedule references are to this Agreement unless otherwise
specified.

            (b) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

            2. GRANT OF SECURITY INTEREST. As collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations, the Company hereby grants to
the Holder a security interest in all of the following property now owned or at
any time hereafter acquired by the Company or in which the Company now has or at
any time in the future may acquire any right, title or interest (collectively,
the "COLLATERAL"):

            (a)  all Accounts;

            (b)  all Chattel Paper;

            (c)  all Deposit Accounts;

            (d)  all Documents;

            (e)  all Equipment;

            (f)  all General Intangibles;

            (g)  all Instruments;

            (h)  all Intellectual Property;

            (i)   all Inventory;

            (j)  all Investment Property;

            (k)  all Vehicles;

            (l)  all other property not otherwise described above;

            (m)  all books and records pertaining to the Collateral; and

            (n)  to the extent not otherwise included, all Proceeds and products
                 of any and all of the foregoing and all collateral security and
                 guarantees given by any person with respect to any of the
                 foregoing.

            Notwithstanding anything to the contrary above or contained herein,
this Agreement shall not constitute an assignment or pledge of, or grant of
security interest in or lien on, any Collateral to the


                                       3
<Page>

extent that such assignment, pledge or grant of security interest or lien with
respect to such Collateral is prohibited by, constitutes a breach of, or results
in the termination of the terms of any contract, agreement, instrument or
indenture relating to such Collateral; provided that the foregoing limitation
shall not affect, limit, restrict or impair the grant by the Company of a
security interest pursuant to this Agreement in any Receivable or any money or
other amounts due or to become due or other right of payment under any such
contract, agreement, instrument or indenture.

            3. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and
warrants that:

            3.1 TITLE; NO OTHER LIENS. Except for the security interest granted
to the Holder pursuant to this Agreement, the Company owns each item of the
Collateral free and clear of any and all liens or claims of others, other than
liens expressly permitted by the Note. No financing statement or other public
notice with respect to all or any part of the Collateral is on file or of record
in any public office, except such as have been filed in favor of the Holder
pursuant to this Agreement.

            3.2 PERFECTED FIRST PRIORITY LIENS. The security interests granted
pursuant to this Agreement upon completion of the filings and other actions
specified on SCHEDULE 1 will constitute perfected security interests in the
Collateral (other than security interest in vehicles granted hereunder which
shall not be required to be perfected) in favor of the Holder, as collateral
security for the Obligations and are prior to all other liens on the Collateral
in existence on the date hereof.

            3.3 INVENTORY AND EQUIPMENT. The Inventory and the Equipment are
kept at the locations listed on SCHEDULE 2.

            3.4 JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE. The
Company's jurisdiction of organization is Delaware and its chief executive
office or sole place of business is 888 Seventh Avenue, 8th Floor, New York, NY
10106.

            4. COVENANTS. The Company covenants and agrees with the Holder that,
from and after the date of this Agreement until the Obligations shall have been
paid in full:

            4.1 DELIVERY OF INSTRUMENTS, CERTIFICATED SECURITIES AND CHATTEL
PAPER. If any amount payable under or in connection with any of the Collateral
shall be or become evidenced by any Instrument, Certificated Security or Chattel
Paper, such Instrument, Certificated Security or Chattel Paper shall be
immediately delivered to the Holder, duly indorsed in a manner satisfactory to
the Holder, to be held as Collateral pursuant to this Agreement.

            4.2 MAINTENANCE OF PERFECTED SECURITY INTEREST; FURTHER
DOCUMENTATION.

            (a) The Company shall maintain the security interest created by this
Agreement as a perfected security interest having at least the priority
described in subsection 3.2 and shall defend such security interest against the
claims and demands of all persons whomsoever.

            (b) The Company will furnish to the Holder from time to time
statements and schedules further identifying and describing the assets and
property of the Company and such other reports in connection therewith as the
Holder may reasonably request, all in reasonable detail.

            (c) At any time and from time to time, upon the written request of
the Holder, and at the sole expense of the Company, the Company will promptly
and duly execute and deliver such further instruments and documents and take
such further actions as the Holder may reasonably request for the purpose of
obtaining or preserving the full benefits of this Agreement and of the rights
and powers herein granted, including, without limitation, (i) the filing of any
financing or continuation statements under the


                                       4
<Page>

Uniform Commercial Code (or other similar laws) in effect in any jurisdiction
with respect to the security interests created hereby and (ii) in the case of
Investment Property, Deposit Accounts and any other relevant Collateral, taking
any actions necessary to enable the Holder to obtain "control" (within the
meaning of the applicable Uniform Commercial Code) with respect thereto.

            4.3 CHANGES IN LOCATIONS, NAME, ETC. The Company will not, except
upon 15 days' prior written notice to the Holder and delivery to the Holder of
(a) all additional executed financing statements and other documents reasonably
requested by the Holder to maintain the validity, perfection and priority of the
security interests provided for herein and (b) if applicable, a written
supplement to SCHEDULE 2 showing any additional location at which Inventory or
Equipment shall be kept:

            (a)  permit any of the Inventory or Equipment to be kept at a
location other than those listed on SCHEDULE 2;

            (b) change its jurisdiction of organization or the location of its
chief executive office or sole place of business from that specified in
subsection ; or

            (c) change its name, identity or corporate structure to such an
extent that any financing statement filed by the Holder in connection with this
Agreement would become misleading.

            4.4 NOTICES. The Company will advise the Holder promptly, in
reasonable detail, of:

            (a) any lien (other than security interests created hereby) on any
of the Collateral which would adversely affect the ability of the Holder to
exercise any of its remedies hereunder; and

            (b) of the occurrence of any other event which could reasonably be
expected to have a material adverse effect on the aggregate value of the
Collateral or on the security interests created hereby.

            5. REMEDIES. If an Event of Default shall occur and be continuing,
the Holder may exercise, in addition to all other rights and remedies granted to
it in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured
party under the Code.

            6. SEVERABILITY. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            7. AMENDMENTS IN WRITING. None of the terms or provisions of this
Agreement may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by the Company and the Holder.

            8. NO WAIVER BY COURSE OF CONDUCT; CUMULATIVE REMEDIES. The Holder
shall not by any act (except by a written instrument pursuant to Section 7),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Event of Default. No failure to
exercise, nor any delay in exercising, on the part of the Holder, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Holder of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Holder
would otherwise have on any future occasion.


                                       5
<Page>

The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.

            9.  ENFORCEMENT EXPENSES; INDEMNIFICATION.

            (a) The Company agrees to pay or reimburse the Holder for all its
costs and expenses incurred in enforcing or preserving any rights under this
Agreement, including, without limitation, the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to the Holder.

            (b) The Company agrees to pay, and to save the Holder harmless from,
any and all liabilities with respect to, or resulting from any delay in paying,
any and all stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Collateral or in connection
with any of the transactions contemplated by this Agreement.

            (c) The Company agrees to pay, and to save the Holder harmless from,
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever (other than those resulting from the gross negligence or willful
misconduct of the Holder) with respect to the execution, delivery, enforcement,
performance and administration of this Agreement.

            (d) The agreements in this Section 9 shall survive repayment of the
Obligations and all other amounts payable under the Note.

            10.  RELEASES.

            (a) At such time as the Obligations shall have been in full, the
Collateral shall be released from the liens created hereby, and this Agreement
and all obligations (other than those expressly stated to survive such
termination) of the Holder and the Company hereunder shall terminate, all
without delivery of any instrument or performance of any act by any party, and
all rights to the Collateral shall revert to the Company. At the request and
sole expense of the Company following any such termination, the Holder shall
deliver to the Company any Collateral held by the Holder hereunder, and execute
and deliver to the Company such documents as the Company shall reasonably
request to evidence such termination.

            (b) If any of the Collateral shall be sold, transferred or otherwise
disposed of by the Company in a transaction permitted by the Note, then the
Holder, at the request and sole expense of the Company, shall execute and
deliver to the Company all releases or other documents reasonably necessary or
desirable for the release of the liens created hereby on such Collateral.

            11. NOTICES. All notices, requests and demands to or upon the Holder
hereunder shall be effected in the manner provided for in the Note.

            12. SECTION HEADINGS. The Section and subsection headings used in
this Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

            13. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
successors and assigns of the Company and shall inure to the benefit of the
Holder and its successors and assigns.

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


                                       6
<Page>

            15. WAIVER OF JURY TRIAL. THE COMPANY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


            IN WITNESS WHEREOF, the undersigned has caused this Second Amended
and Restated Collateral Assignment and Security Agreement to be duly executed
and delivered as of the date first above written.

                                    WEIGHTWATCHERS.COM, INC.



                                    By: /s/ Sharon A. Fordham
                                       ---------------------------
                                    Name:  Sharon A. Fordham
                                    Title: Chief Executive Officer



                                       7
<Page>

                                                                      SCHEDULE 1

                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         UNIFORM COMMERCIAL CODE FILINGS

                           UCC-1 Financing Statements





                                       8
<Page>

                                                                      SCHEDULE 2

                             INVENTORY AND EQUIPMENT


                   Item                            Location
                   ----                            --------








                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>13
<FILENAME>a2061567zex-10_33.txt
<DESCRIPTION>EXHIBIT 10.33
<TEXT>
<Page>

                                                                   Exhibit 10.33

                     AMENDED AND RESTATED CO-PACK AGREEMENT

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

                                   WITNESSETH:

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

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

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

         1. MANUFACTURE OF THE PRODUCT. WWI shall place purchase orders with
Co-Packer, and Co-Packer shall sell and deliver to WWI, quantities of the
Products under the terms of this Agreement. Co-Packer shall manufacture and
package the Products in strict compliance with the standards and specifications
attached as Exhibit B and made a part of
<Page>

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

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

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

of Products under this Agreement. Notwithstanding anything contained herein to
the contrary, WWI shall not be required to purchase any minimum quantity of the
Products.

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

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

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

         7. OWNERSHIP RIGHTS OF WWI; CHANGES IN SPECIFICATIONS. Co-Packer
acknowledges that WWI is and shall remain the owner of all recipes,
formulations, specifications, artwork, graphics, and label copy furnished by, or
developed for, WWI and other confidential and proprietary information relating
to the Products. Co-Packer shall be the owner of the specific manufacturing
processing techniques which it develops in the
<Page>

production of the Products. WWI shall have the right from time to time at its
sole option to modify the formulations for the Products included as part of the
Specifications. The prices for Products with modified formulations shall be
adjusted by mutual agreement of the parties hereto to reflect any increased or
decreased cost of manufacture by Co-Packer. WWI shall also have the right from
time to time upon the mutual agreement of the parties hereto to require
modifications or alterations in the processing techniques utilized to
manufacture the Products. The prices shall be adjusted by mutual agreement of
the parties hereto to reflect any increased or decreased costs as a result of
such modifications or alterations, including but not limited to any increased or
decreased fixed costs from changes in or additions to equipment required
thereby.

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

         9. MATERIALS.

                  (a) All ingredients and raw materials that Co-Packer uses for
the manufacture of the Products shall strictly conform to the Specifications.
Suppliers of all other raw materials and ingredients for use in the manufacture
of the Products shall be
<Page>

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

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

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

         12. INSPECTIONS. Representatives of WWI may enter and inspect, as they
pertain to the production of the Products, the Factory and any warehouse at
which Co-Packer has stored the Products, during the time of production, storage,
or clean-up periods. The inspection may include all aspects of Co-Packer's
manufacturing techniques, quality control, sanitation procedures, and records.
Co-Packer may restrict access by WWI's representatives
<Page>

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

         13. CONFIDENTIALITY AND NON-COMPETITION.

                  (a) WWI and Co-Packer have executed a Mutual Non-Disclosure
Agreement, dated October 28, 1998 (the "Mutual Non-Disclosure Agreement"). The
provisions of the Mutual Non-Disclosure Agreement shall apply to the information
that the parties exchange in the course of performance of this Agreement.
<Page>

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

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

                  (a) All of the Products that Co-Packer manufactures,
processes, and packages under this Agreement (i) shall be manufactured,
processed, and packaged strictly in conformity with applicable sanitation
standards set forth in United States Food and Drug Administration, the United
States Department of Agriculture, and the State and Local Governmental Agency
having jurisdiction over the manufacturing, processing, and packaging of the
Products, and all applicable rules and regulations, as amended, (ii) shall
conform strictly to Specifications, and (iii) shall be fit and wholesome for
human consumption and shall meet all requirements of applicable statutes, rules,
and regulations of the United States and any state or local government.
<Page>

                  (b) The normal shelf life of the Products that Co-Packer
delivers to WWI shall not be less than six (6) months from the date of
production if WWI transports and stores the Products at between 50 Degrees
Farenheit and 80 Degrees Farenheit.

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

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

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

                  (f) No delivery shall bear or contain any food additive,
pesticide, or other substance as of the date of such delivery that is unsafe for
human consumption within
<Page>

the meaning of the Federal Food Drug and Cosmetic Act, with all revisions and
amendments pertaining to such statute.

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

         15. INDEMNITY BY CO-PACKER.

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

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

by reason of any breach by Co-Packer of the warranties or representations
provided in Section 14 of this Agreement.

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

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

         16. INDEMNITY BY WWI. WWI shall indemnify and hold harmless Co-Packer
from and against any and all claims, demands, actions, suits, causes of action,
damages, and expenses (including, but not limited to, expenses of investigation,
settlement, litigation, and attorneys' fees incurred in connection therewith)
that any person or entity makes, sustains, or brings against Co-Packer for the
recovery of damages for the injury, illness, or death of any person caused or
alleged to be caused by the consumption or use by such person of any of the
Products that Co-Packer ships or delivers to or at the direction of WWI pursuant
to this Agreement if such injury, illness, or death results solely from the
negligence of WWI or its
<Page>

agents or employees. If any person or entity asserts any claim or brings any
suit or action against Co-Packer for which WWI may be required to indemnify
Co-Packer under this Section 16, Co-Packer promptly shall notify WWI of such
claim or suit. WWI, upon receipt of such notice, shall undertake in connection
with Co-Packer (if Co-Packer desires) the defense of such suit for the
settlement of any such claim at WWI's own cost and expense.

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

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

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

         20. INTENTIONALLY OMITTED.
<Page>

         21. TERMINATION BY WWI. WWI may terminate this Agreement:

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

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

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

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

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

                  (b) If WWI makes an assignment for the benefit of its
creditors, commits an act of bankruptcy, has a receiver appointed, or otherwise
admits of its inability to pay its debts as they mature.

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

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

         25. INTENTIONALLY OMITTED.

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

         27. INDEPENDENT CONTRACTORS. The parties are independent contractors
and engage in the operation of their own respective businesses. Neither
Co-Packer nor WWI shall be considered the agent of the other for any purpose
whatsoever. Neither Co-Packer nor WWI has any authority to enter into any
contracts or assume any obligations for the other or to make any warranties or
representations on behalf of the other. Nothing in this
<Page>

Agreement shall be considered to establish a relationship of co-partners or
joint venturers between Co-Packer and WWI. Under no circumstances shall WWI be
liable for the debts or obligations of Co-Packer or for the wages, salaries, or
benefits of Co-Packer's employees.

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

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

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

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

                  (a)      Notices to WWI shall be addressed to:

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

                           with a copy to:
                                    Weight Watchers International Inc.
<Page>

                                    175 Crossways Park West
                                    Woodbury, New York 11797
                                    Attn: Legal Department

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

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

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

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

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

         34. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of law rules. The courts of the State of New York, to the personal
jurisdiction of which each party voluntarily submits, shall have exclusive
jurisdiction over any dispute arising out of the construction, interpretation,
or enforcement of this Agreement.
<Page>

         35. INTERPRETATION. This Agreement shall be construed as a whole in
accordance with the fair meaning of its language and, regardless of who is
responsible for its original drafting, shall not be construed for or against
either party. The captions of the various sections of this Agreement are
included for convenience of reference only and shall in no way affect the
construction or interpretation of this Agreement.

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

                                            WEIGHT WATCHERS INTERNATIONAL, INC.


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


                                            NELLSON NUTRACEUTICAL, INC.


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

<Page>

                                    EXHIBIT A

                             DESCRIPTION OF PRODUCTS

<Page>

                                    EXHIBIT B

                                 SPECIFICATIONS


<Page>

                                    EXHIBIT C

            WEIGHT WATCHERS INTERNATIONAL, INC. - FORM PURCHASE ORDER



<Page>

                                    EXHIBIT D

                                 CO-PACK MANUAL

<Page>

                                    EXHIBIT E

                                PRICING SCHEDULE

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>14
<FILENAME>a2061567zex-10_37.txt
<DESCRIPTION>EXHIBIT 10.37
<TEXT>
<Page>

                                                                   EXHIBIT 10.37

                              GUARANTY OF SUBLEASE

            GUARANTY by the undersigned, WEIGHT WATCHERS INTERNATIONAL, INC., a
Virginia corporation ("Guarantor"), annexed to that certain Agreement of
Sublease dated September ___, 2000 (the "Lease") between RDR ASSOCIATES, INC.
("Landlord"), as sublandlord, and WEIGHTWATCHERS.COM, INC. ("Tenant"), as
subtenant.

            In consideration of the simultaneous subletting of space on the 8th
floor of the building at 888 Seventh Avenue, New York, New York by Landlord to
Tenant (such premises being more particularly described in the Lease),
Guarantor, for itself and on behalf of its successor and permitted assigns,
hereby jointly and severally:

            1     Unconditionally guarantees to Landlord, its successors and
assigns, the full payment, performance and observance of all the terms,
covenants and conditions of the Lease therein expressed on Tenant's part to be
paid, performed and observed. If, at any time, Tenant shall default beyond any
applicable notice and cure period in the performance or observance of any of
such terms, covenants and conditions, Guarantor shall keep, perform and observe
the same, as the case may be, in the place and stead of Tenant. The foregoing
shall include any liability of Tenant which shall accrue under the Lease for any
period preceding, as well as any period following, the respective commencement
and expiration (or termination) dates of the Lease.

            2     Agrees that Guarantor's obligations hereunder shall exist
without requiring any notice (except as expressly provided for in the Lease) of
breach or default of or by Tenant to be delivered by Landlord to Guarantor, all
of which Guarantor hereby expressly waives.

            3     Agrees to and with Landlord, its successors and assigns, that
Guarantor, at Landlord's option, may be joined in any action against Tenant in
connection with the Lease, and that recovery may be had against Guarantor in
such action or in any independent action against Guarantor without Landlord
first pursuing or exhausting any remedy or claim against Tenant, its successors
or assigns. Guarantor also agrees that it will be conclusively bound by the
judgment in any such action to Landlord against Tenant (wherever brought)
whether or not it was a party to such action. Guarantor waives all right to
trial by jury in any action or proceeding hereinafter instituted by Landlord
concerning this Guaranty or the Lease to which Guarantor may be a party.

            4     Agrees that this Guaranty shall remain and continue in full
force and effect as to any renewal, extension or modification of the Lease
(including any holdover), and as to any assignment or subletting of the premises
demised under the Lease, but in case of any Lease modification, the liability of
Guarantor shall be deemed modified in accordance with the terms of any such
modification. In addition, any act of Landlord, its successor or assigns,
consisting of a waiver of any of the terms or conditions of the Lease, the
giving of any consent to any matter or thing relating to the Lease or the
granting of any indulgences or extensions of time to Tenant, may be done without
notice to Guarantor and without releasing any of its obligations hereunder.

            5     Agrees that the liability of Guarantor hereunder shall not be
affected by (a) the release or discharge of Tenant in any creditors',
receivership, bankruptcy or other proceedings, (b) the impairment, limitation or
modification of the liability of Tenant in

<Page>

bankruptcy, or of any remedy for the enforcement of Tenant's liability under the
Lease, resulting from the operation of any present or future provision of any
Bankruptcy Act or other statute or from the decision in any court, (c) the
rejection or disaffirmance of the Lease in any such proceedings, (d) the
assignment or transfer of the Lease by Tenant, (e) any disability or other
defense of Tenant (other than the defense that Tenant has complied with the
relevant obligation set forth in the Lease) or (f) the cessation from any cause
whatsoever of the liability of the Tenant.

            6     Warrants and represents that it has the legal right and
capacity to execute this Guaranty. In the event that this Guaranty shall be held
ineffective or unenforceable by any court of competent jurisdiction, then
Guarantor shall be deemed to be a tenant under the Lease with the same force and
effect as if it was expressly named as a joint tenant therein. This Guaranty
shall be governed by and construed under the laws of the State of New York.

            7.    Guarantor irrevocably consents and agrees that any legal
action or proceeding with respect to this Guaranty may be brought in any of the
Federal or state courts having subject matter jurisdiction located in the
Borough of Manhattan, The City of New York, and, by its execution and delivery
of this Guaranty hereby (a) accepts the non-exclusive jurisdiction of the
aforesaid courts, (b) irrevocably agrees that service of process to it out of
any of the aforesaid courts may be made by mailing same to its address for
notices set forth below, (c) irrevocably agrees to be bound by any final
judgment (after any appeal) of any such court with respect to this Guaranty, and
(d) irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any suit, action or
proceeding with respect to this Guaranty brought in any such court, and further
irrevocably waives, to the fullest extent permitted by law, any claim that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.

            IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of this
12th day of September, 2000.

                              WEIGHT WATCHERS INTERNATIONAL, INC.

                              By: /s/ Thomas S. Kiritsis
                                  --------------------------------

                              Address For Notice:

                              Weight Watchers International, Inc.
                              175 Crossways Park West
                              Woodbury, N.Y.  11797
                              Attention:  General Counsel
                              Fax:  516-390-1795

<Page>

STATE OF NEW YORK       )
                        )     ss.:
COUNTY OF               )


            On the ____ day of September, 2000, before me, the undersigned,
personally appeared _____________________________________, personally known to
me or proved to me on the basis of satisfactory evidence to be the individual(s)
whose name(s) is (are) subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in his/her/their capacity(ies), and that
by his/her/their signature(s) on the instrument, the individual(s), or the
person upon behalf of which the individual(s) acted, executed the instrument.



                                          ------------------------------------
                                                Notary Public

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>15
<FILENAME>a2061567zex-10_38.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>
<Page>

                                                                   EXHIBIT 10.38

                          REGISTRATION RIGHTS AGREEMENT

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

                                    RECITALS

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

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

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

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

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

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

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

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

<Page>

                                                                              2



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

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

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

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

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

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

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

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

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

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

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

<Page>

                                                                               3

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

            "HOLDER" means any holder of Registrable Securities.

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

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

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

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

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

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

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

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

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

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

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

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

<Page>

                                                                               4


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

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

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

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

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

            "SEC" means the Securities and Exchange Commission.

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

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

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

            Section 2.1 DEMAND REGISTRATIONS.

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

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

<Page>

                                                                               5

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

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

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

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

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

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

<Page>

                                                                               6

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

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

            Section 2.2 INCIDENTAL REGISTRATIONS.

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

<Page>

                                                                               7

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

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

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

<Page>

                                                                               8

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

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

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

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

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

<Page>

                                                                               9


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

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

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

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

<Page>

                                                                              10

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

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

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

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

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

<Page>

                                                                              11


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

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

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

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

<Page>

                                                                              12

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

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

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

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

<Page>

                                                                              13


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

            Section 2.5 REGISTRATION EXPENSES.

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

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

<Page>

                                                                              14

            Section 2.6 INDEMNIFICATION, CONTRIBUTION.

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

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

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                                                                              15


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

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

<Page>

                                                                              16


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

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

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

<Page>

                                                                              17


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

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

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

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

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

            REMEDIES.

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                                                                              18

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

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

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

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

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

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

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

<Page>

                                                                              19


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

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

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

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

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

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

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

<Page>

                                                                              20


                                     * * * *


<Page>

                                                                              21


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


                                    WEIGHT WATCHERS INTERNATIONAL, INC.


                                    By: /s/ Mark Matera
                                       _______________________________________


Address for Notices:                     With copies to:

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



                                    H.J. HEINZ COMPANY



                                    By: /s/ Mitchell Ring
                                       _______________________________________



Address for Notices:                     With copies to:

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


<Page>

                                                                              22



                                    ARTAL LUXEMBOURG S.A.


                                    By: /s/ David Van Zandt
                                       _______________________________________



Address for Notices:                With copies to:

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


                                         and

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


<Page>

                                                                       EXHIBIT A


                                JOINDER AGREEMENT


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

Name:_________________________

Address for Notices:                      With copies to:

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

If an individual, are you presently married or separated?

                              yes _____                     no _____

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

                                    Signature:___________________

                                          Date:___________________


<Page>







                         CONSENT AND AGREEMENT OF SPOUSE


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

            Executed this ____ day of __________, 199_.



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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>16
<FILENAME>a2061567zex-21.txt
<DESCRIPTION>XHIBIT 21
<TEXT>
<Page>

                                                                      EXHIBIT 21

           LIST OF SUBSIDIARIES OF WEIGHT WATCHERS INTERNATIONAL INC.


W.W. INVENTORY SERVICE CORP.
W.W. WEIGHT REDUCTION SERVICES, INC.
W/W TWENTYFIRST CORPORATION
WEIGHT WATCHERS DIRECT, INC.
W.W.I. EUROPEAN SERVICES, LTD.
WEIGHT WATCHERS NORTH AMERICA, INC.
WEIGHT WATCHERS (U.K.) LIMITED
WEIGHT WATCHERS FRANCE SARL
WEIGHT WATCHERS OPERATIONS FRANCE SARL
WEIGHT WATCHERS SWEDEN VIKT-VAKTARNA AKIEBOLAG
IL SALVALINEA, S.R.L.
WEIGHT WATCHERS BELGIUM, N.V.
WEIGHT WATCHERS DEUTSCHLAND GMBH
WEIGHT WATCHERS EESTI AKTSIASELTS
WEIGHT WATCHERS SUOMI OY
GUTBUSTERS PTY LTD
FORTUITY PTY LTD
WEIGHT WATCHERS (SWITZERLAND) S.A.
WEIGHT WATCHERS POLSKA SP. Z.O.O.
WEIGHT WATCHERS LATVIA
WEIGHT WATCHERS NEDERLANDS, B.V.
WEIGHT WATCHERS INTERNATIONAL PTY LIMITED
WEIGHT WATCHERS (ACCESSORIES & PUBLICATIONS) LTD
WEIGHT WATCHERS (EXERCISE) LTD
WEIGHT WATCHERS (FOOD PRODUCTS) LIMITED
WAIST WATCHERS, INC.
WEIGHT WATCHERS UK HOLDINGS LTD
WEIGHT WATCHERS INTERNATIONAL HOLDINGS LTD
WEIGHT WATCHERS NEW ZEALAND LIMITED
WEIGHT WATCHERS FUNDING, INC.
58 WW FOOD CORP
WEIGHT WATCHERS CAMPS, INC.
W.W. CAMPS AND SPAS, INC.
WW FOODS, INC.
WEIGHT WATCHERS EUROPEAN HOLDING, AB
WEIGHT WATCHERS DENMARK APS
WEIGHT WATCHERS OPERATIONS DENMARK APS
WEIGHT WATCHERS SPAIN S.L.
WEIGHT WATCHERS OPERATIONS SPAIN S.L.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>17
<FILENAME>a2058997zex-23_2.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
<Page>
                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS


    We hereby consent to the use in this Registration Statement on Form S-1 of
our reports dated March 2, 2001, relating to the financial statements and
financial statement schedule of Weight Watchers International, Inc., which
appear in such Registration Statement. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.



PricewaterhouseCoopers LLP
New York, New York
October 29, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>18
<FILENAME>a2058997zex-23_3.txt
<DESCRIPTION>EXHIBIT 23.3
<TEXT>
<Page>
                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS


    We hereby consent to the use in this Registration Statement on Form S-1 of
our report dated March 3, 2001, relating to the financial statements of Weighco
Enterprises, Inc. and subsidiaries, which appear in such Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.



PricewaterhouseCoopers LLP
Charlotte, North Carolina
October 29, 2001


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
