EXHIBIT 24.12


                                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
International of Israel (1990) Ltd. (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 President (Principal
                            Executive Officer, Principal
                          Financial Officer, Controller and
                              Chief Accounting Officer)
 /s/ Brian L. Kane                                             November 12, 2002
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    Brian L. Kane

  /s/ Carol Hannah                     Director                November 12, 2002
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    Carol Hannah