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Exhibit 10.46



        THIS INDEMNIFICATION AGREEMENT is made and entered into as of                            , 2004, by and between Herbalife Ltd., a Cayman Islands exempted company (the "Company"), and                        ("Indemnitee"), as an "Agent" (as hereinafter defined) of the Company.


        A.    The Company recognizes that competent and experienced individuals are reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

        B.    The Company and Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate officers and directors in connection with their activities in such capacities and by reason of their status as such;

        C.    The Company and Indemnitee recognize that the statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous or conflicting, and therefore fail to provide such directors and officers with adequate or reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed or information regarding the proper course of action to take in performing their duties in good faith for the Company;

        D.    The Company and Indemnitee recognize that plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the financial resources of officers and directors or far outweighs the limited benefits of serving as a director and officer of the Company;

        E.    The Company believes that it is unfair for its directors and officers and the directors and officers of its subsidiaries to assume the risk of huge judgments and other Expenses which may occur in cases in which the director or officer received no personal profit and in cases where the director or officer was not culpable;

        F.     The Company, after reasonable investigation, has determined that the liability insurance coverage presently available to the Company and its subsidiaries is inadequate, unreasonably expensive or both. The Company believes, therefore, that the interests of the Company and its shareholders would best be served by a combination of (i) such insurance as the Company or its subsidiaries may hereafter obtain and (ii) the indemnification by the Company of the directors and officers of the Company and its subsidiaries;

        G.    Applicable law of the Cayman Islands and the Company's Memorandum and Articles of Association permit the Company to indemnify its directors, officers, employees and agents and indemnify persons who serve or served, at the request of the Company, as the directors, officers, employees or agents of a subsidiary corporation, partnership, joint venture, trust or other enterprise and reimburse or pay the expenses incurred in defending a civil or criminal action, suit or proceeding by the Company as they are incurred and in advance (subject to repayment under certain circumstances as provided herein);

        H.    In order to induce and encourage highly experienced and capable individuals to serve as an officer or director of the Company, to take the business risks necessary for the success of the Company and its subsidiaries and to otherwise promote the desirable end that such persons will resist what they consider unjustifiable lawsuits and claims made against them in connection with good faith performance of their duties to the Company, secure in the knowledge that certain expenses, costs and liabilities

incurred by them in their defense of such litigation will be borne by the Company and that they will receive the maximum protection against such risks and liabilities as may be afforded by law, the Board of Directors of the Company has determined, after due consideration and investigation of the terms and provisions of this Agreement and the various other options available to the Company and Indemnitee in lieu hereof, that contractual indemnification as set forth herein is not only reasonable and prudent but necessary to promote and ensure the best interests of the Company, its shareholders and its subsidiaries;

        I.     The Company desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Company and/or one or more subsidiaries of the Company, as the case may be, free from undue concern for the risks and personal liabilities arising out of or related to such services to the Company and/or one or more of its subsidiaries; and

        J.     Indemnitee has served or is willing to serve, or continue to serve, the Company and/or one or more of its subsidiaries, provided that he or she is furnished with the indemnity provided for herein.


        NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements set forth herein, the parties hereby agree as follows:








Company: Herbalife Ltd.
1800 Century Park East
Los Angeles, CA 90067
Attention:  General Counsel


1800 Century Park East
Los Angeles, CA 90067


        IN WITNESS WHEREOF, the parties hereto have duly executed this Indemnification Agreement as of the date first above written.




a Cayman Islands exempted company