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Exhibit 10.44


        THIS CONSULTING AGREEMENT (this "Agreement") is made as of May 1, 2004, by and between Herbalife International of America, Inc., on the one hand (the "Company"), and Carol Hannah ("Consultant"), on the other hand.


        WHEREAS, Consultant has certain knowledge and experience which the Company desires to avail itself; and

        WHEREAS, Consultant and Company desire to set forth their future independent contractor relationship.


        NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and agreements herein contained, Consultant and the Company by this Agreement agree as follows:

        1.    Certain Definitions:    

        "Affiliate" means, with respect to any person, (i) any other person who, either directly or through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such person; (ii) any agent, officer, director, employee, or partner of such person, or any of the persons described in clause (i); and (iii) any family member of such person.

        "Cause" means:

        "Company" has the meaning set forth in the preamble, provided that for purposes of Sections 7, 8, 9, 10 and 11, the "Company" shall also mean any and all of its Affiliated entities, including, without limitation, the Company's parent entity.

        "Confidential Information" means information that is not generally known to the public and that is used, developed or obtained by the Company in connection with the conduct of its business, including, but not limited to, fee, cost and pricing structures; profit margin information; analyses; reports; computer software, including operating systems, applications and program listings; flow charts, manuals and documentation; accounting and business methods; the identity and information concerning distributors, customers and suppliers (prospective and existing); and any and all similar and related information in whatever form. Confidential Information does not include any information that has been


published in a form generally available to the public prior to the date Consultant proposes to disclose or use such information (unless such publication constituted a breach by Consultant of her duties hereunder). Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

        "Control" (including, with correlative meaning, all conjugations of such term) means the ability to control, direct, or cause direction of the management and policies of a Person, either directly or through one or more intermediaries, whether by ownership of voting securities, by contract or otherwise.

        "Person" means and includes an individual, a partnership, a limited liability company, a joint venture, a corporation, a trust, an unincorporated organization and a governmental entity or any department or agency thereof.

        2.    Engagement:    The Company hereby agrees that, commencing on July 1, 2004 (the "Effective Date"), the Company shall engage Consultant as a consultant, and Consultant hereby accepts such engagement with the Company, upon the terms and subject to the conditions hereinafter set forth.

        3.    Term.:    The term of Consultant's engagement under this Agreement (the "Term") shall commence on the Effective Date and, subject to the provisions of Section 7, shall continue through and including April 30, 2006.

        4.    Services:    Consultant shall be reasonably available during regular business hours to consult with the officers of the Company on all aspects of the business of the Company. In that connection, the Company shall give Consultant reasonable advance notice of its desire to consult with Consultant, and Consultant shall meet at such locations as may reasonably be requested by the Company from time to time.

        5.    No Authority to Bind:    Except as directed and authorized by the CEO or COO of the Company in writing, Consultant shall not execute or agree to any contract, agreement or instrument on behalf of the Company.

        6.    Compensation:    As full consideration for all rights granted to and services rendered by Consultant to the Company, the Company shall pay to Consultant a consulting fee at the rate of $59,375 per month (prorated for any partial month), payable monthly in arrear (the "Consulting Fee").

        7.    Termination:    

        8.    Nondisclosure and Nonuse of Confidential Information.    Consultant shall not disclose or use at any time, either during the Term or thereafter, any Confidential Information of which Consultant is, or becomes, aware, whether or not such information is developed by Consultant, except to the extent that such disclosure or use is directly related to and required by Consultant's performance of his duties under this Agreement. Consultant will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. As requested by the Company from time to time and upon the expiration of the Term, Consultant shall promptly deliver to the company all copies and embodiments, in whatever form, of all Confidential Information in Consultant's


possession or within Consultant's control (including, without limitation, written records, notes, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) regardless of the location or form of such material and, will provide the Company with written confirmation that all such materials have been delivered to the Company.

        9.    Company Property.    It is anticipated that Consultant will no longer need access to the Company's computers in order to perform her services. Thus, Company will remove Consultant from all computer access. Additionally, Consultant shall immediately cease use of any and all Company property in her possession and shall immediately return any and all Company property in her possession, custody, or control to the company, including without limitation, any and all Confidential Information. Any patents, inventions, discoveries, applications or processes, methods, analysis, drawings, reports, service marks, copyrights, trademarks, trade names, logos, software and computer programs and all similar or related information, devised, planned, applied, created, discovered or invented by Consultant in the course of her prior employment with Company or her consulting engagement and which pertain to any aspect of the business of the Company or its subsidiaries, affiliates, divisions or customers (whether or not conceived prior to the date of this Agreement) or through the use of Company resources, shall be the sole and absolute property of the Company, and Consultant shall make prompt report thereof to the Company and promptly execute any and all documents reasonably requested to assure the Company the full and complete ownership thereof.

        10.    Nonsolicitation; Nondisparagement.    Consultant acknowledges that during the course of Consultant's engagement by the Company, Consultant has had and will continue to have the opportunity to develop relationships with existing employees, clients, distributors, and prospective clients, distributors and other business associates of the Company, which relationships constitute goodwill of the Company and that the Company would be irreparably damaged if Consultant were to take actions that would damage or misappropriate such goodwill. Consultant accordingly agrees that during the period commencing on the Effective Date and ending on the second anniversary of the conclusion of the Term, Consultant shall not, directly or indirectly, either for the benefit of Consultant or any other person, do any of the following:

        11.    No Competition.    During the Term, Consultant shall not, nor shall any Affiliate of her, directly or indirectly, own (other than ownership of five percent (5%) or less of the publicly traded shares of any company), enter into, engage in, operate, manage, control, participate in, advise, assist, finance, be employed by or render services to or consult with, or have a financial or other interest in, any business that engages in the business engaged in by the Company (or any segment thereof), or take any preliminary steps to do any of the foregoing.


        12.    Repurchase Rights.    Consultant is a party to that certain Non-Statutory Option Agreement, dated as of March 10, 2003, by and between WH Holdings (Cayman Islands) Ltd. and Consultant (the "Non-Statutory Stock Option Agreement") pursuant to which Consultant was granted certain options to purchase common stock of WH Holdings (Cayman Islands) Ltd. (the "Options"). In addition to the Company's Repurchase Rights (as set forth in Section 3 of the Non-Statutory Stock Option Agreement) Consultant hereby grants to the Company the additional right to repurchase any or all shares which Consultant acquires, or has acquired, upon the exercise of the Options, if and only if Consultant breaches any of the obligations set forth in Sections 8, 9, 10 or 11 of this Agreement. The Company's right to repurchase such shares shall be and remain valid for the Term of this Agreement. In the event that the Company shall exercise its rights under this Paragraph 12 to repurchase such shares, the purchase price per share shall be an amount equal to the relevant exercise price for such shares; provided, however, that if Consultant shall have already sold the shares she acquired upon the exercise of the Options, then Consultant shall promptly pay to the Company an amount per share equal to the difference between the sale price and the relevant exercise price for such shares.

        13.    Injunctive Relief; Profits.    Consultant understands that monetary damages alone will not be sufficient to avoid or compensate for a breach of any of the terms of Sections 8, 9, 10, or 11 and that injunctive relief would be appropriate to prevent any such actual or threatened breach. Such right to obtain injunctive relief may be exercised, at the option of the Company, concurrently with, prior to, after, or in lieu of, the exercise of any other rights or remedies which the Company may have as a result of any such breach or threatened breach. Consultant shall account for and pay over to the Company all compensation, profits and other benefits, after taxes, inuring to Consultant's benefit which are derived or received by Consultant or any of her Affiliates resulting from any action or transaction constituting a breach of any term of Sections 8, 9, 10, or 11.

        14.    Status as Consultant.    


        15.    Miscellaneous.    


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










Carol Hannah