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                                                                    EXHIBIT 10.7


March 27, 1997



Mr. Richard Werber
Rexall Sundown, Inc.
851 Broken Sound Parkway, NW
Boca Raton, Florida 33487

Dear Rick:

Reference is hereby made to the Employment Agreement ("Agreement") dated April
1, 1995 between Rexall Sundown, Inc. (the "Company") and Richard Werber (the
"Employee"). Effective as of April 1, 1997, the Company and the Employee have
agreed to make the following amendments to the Agreement:

         1. Article II, Section 2.1 of the Agreement is hereby amended by
deleting Article II, Section 2.1 in its entirety and inserting the following
provision in lieu thereof:

                                    "II. TERM

         2.1 Subject to the provisions of Article 5 below, the term of this
         Agreement shall be for the period commencing on April 1, 1995 and shall
         terminate as provided below (the "Term"). The Term shall be a
         continuous three (3) year period such that on each Anniversary Date (as
         hereinafter defined), one (1) additional year shall automatically be
         added to the Term. Not later than ninety (90) days prior to any
         Anniversary Date, either party may provide written notice to the other
         of its intention not to extend the Term of this Agreement beyond the
         number of years then remaining in the Term. Such written notice shall
         be deemed proper notice to terminate this Agreement at the end of the
         three (3) year Term then in effect. It is the intention of the parties
         that the Term of each Anniversary Date automatically shall be three (3)
         years, unless such notice shall have been properly given. The
         "Anniversary Date" as used herein shall be the first day of the second
         year of the Term and the anniversary of such date in each subsequent
         year."

         2. Article III, Section 3.1 of the Agreement is hereby amended by
deleting Article III, Section 3.1 in its entirety and inserting the following
provision in lieu thereof:

                               "III. COMPENSATION

         3.1 Salary. In payment for the obligations to be performed by the
         Employee during the Term, the Company shall pay to the Employee
         (subject to any applicable payroll and/or taxes required to be
         withheld) annual compensation ("Annual Compensation") equal to (i) a
         salary of One Hundred Eighty Five Thousand Dollars ($185,000) in cash


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         for the year commencing April 1, 1997 and (ii) for each succeeding year
         during the Term, a salary equal to that of the previous year increaseed
         by the greater of (a) 5% or (b) the increase in the cost of living
         based upon the Revised Consumer Price Index (1982-84=100) published by
         the Bureau of Labor for Boca Raton, Florida utilizing April 1997 as the
         base month."

If the foregoing is in accordance with our understanding, please execute the
enclosed copy of this letter and return to the undersigned.

                                           Very truly yours,

                                           REXALL SUNDOWN, INC.


                                           By: /s/ Christian Nast
                                               ----------------------------
                                                Christian Nast, President

AGREED TO AND ACCEPTED 
this 27th day of March 1997.

/s/ Richard Werber
- ----------------------------
Richard Werber


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