EXHIBIT 24.9


                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby, effective November 12, 2002, constitutes and appoints,
jointly and severally, William D. Lowe and Carol Hannah and each of them acting
individually, as his or her attorney-in-fact, each with full power of
substitution, for him or her in any and all capacities, including as an
individual or as an officer or manager authorized to act on behalf of Herbalife
(UK) Limited (the "Company"), to sign the registration statement on Form S-4 and
any and all amendments (including post-effective amendments) and supplements to
said registration statement to be filed by the Company with the Securities and
Exchange Commission ("SEC") for the purpose of registering the $165,000,000
11-3/4% Series B Senior Subordinated Notes, and to file the same, with exhibits
thereto and other documents in connection therewith, with the SEC, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to any and all amendments to said registration statement.

            Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

       SIGNATURE                          TITLE                       DATE
       ---------                          -----                       ----

                              Director and Managing Director
                               (Principal Executive Officer,
                               Principal Financial Officer,
                                 Controller and Principal
   /s/ Richard Hobby                Accounting Officer)        November 12, 2002
- ------------------------
     Richard Hobby

 /s/ Christophe Thomann                  Director              November 12, 2002
- ------------------------
   Christophe Thomann