FIRST AMENDMENT TO THE

1997 EQUITY PARTICIPATION PLAN OF

WEIDER NUTRITION INTERNATIONAL, INC.

Weider Nutrition International, Inc., a corporation organized under the laws of the State of Delaware (the "Corporation"), adopted the 1997 Equity Participation Plan of Weider Nutrition International, Inc. (the "Plan") effective as of February 28, 1997. In order to increase the number of shares available for issuance under the Plan, to revise the terms for options granted to Independent Directors and to amend the Plan in certain other respects, this First Amendment to the Plan has been adopted by the Corporation, effective as set forth herein; provided, however, that in the event the stockholders of the Corporation do not approve this First Amendment to the Plan by the first anniversary of such date, the amendment to Section 2.1 (a) provided herein shall be null and void and of no effect.

1. Effective as of September 8, 1998, Section 1.18 of the Plan is hereby amended in its entirety to read as follows:

"1.18 Independent Director. "Independent Director" shall mean a member of the Board who is not (i) an Employee or (ii) an employee of any parent corporation of the Company."

2. Subject to stockholder approval, effective as of July 22, 1998, Section 2.1 (a) of the Plan is hereby amended in its entirety to read as follows:

"(a) The shares of stock subject to Options, awards of Restricted Stock, Performance Awards, Dividend Equivalents, awards of Deferred Stock, Stock Payments or Stock Appreciation Rights shall be Common Stock, initially shares of the Company's Class A Common Stock, par value $0.01 per share. The aggregate number of such shares which may be issued upon exercise of such Options or rights or upon any such awards under the Plan shall not exceed two million four hundred ninety-six thousand (2,496,000). The shares of Common Stock issuable upon exercise of such Options or rights or upon any such awards may be either previously authorized but unis sued shares or treasury shares."

3. Effective as of September 8, 1998, Section 3.4 (d) of the Plan is amended in its entirety to read as follows:

"(d) During the term of the Plan, a person who is initially appointed or elected to the Board and who is an Independent Director at the time of such initial appointment or election shall be granted (i) an Option to purchase twenty thousand (20,000) shares of Common Stock (subject to adjustment as provided in Section 10.3) on the date of such initial appointment or election and (ii) an Option to purchase seven thousand (7,000) shares of Common Stock (subject to adjustment as provided in Section 10.3) on the date of each annual meeting of stockholders after the first anniversary of such initial appointment or election as of which the Independent Director is serving as a Director of the Company. Members of the Board who are Employees who subsequently retire from the Company (or a Subsidiary) and remain on the Board will not receive an initial Option grant pursuant to clause (i) of the preceding sentence, but to the extent that they are otherwise eligible, will receive, after Termination of Employment, Options as described in clause (ii) of the preceding sentence."

4. Effective as of September 8, 1998, Section 4.4 (a) of the Plan is amended in its entirety to read as follows:

"(a) The period during which the right to exercise an Option in whole or in part vests in the Optionee shall be set by the Committee and the Committee may determine that an Option may not be exercised in whole or in part for a specified period after it is granted; provided, however, that, unless the Committee otherwise provides in the terms of the Option or otherwise, no Option shall be exercisable by any Optionee who is then subject to Section 16 of the Exchange Act within the period ending 1six months and one day after the date the Option is granted; and provided further, that Options granted to Independent Directors shall become exercisable in cumulative annual installments of one-third on each of the first, second and third anniversaries of the date of Option grant. At any time after grant of an Option, the Committee (the Board with respect to Independent Directors) may, in its sole and absolute discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests."

5. Effective as of February 27, 1997, Section 9.1 of the Plan is amended in its entirety to read as follows:

"9.1 Committee. Prior to the Company's initial registration of Common Stock under Section 12 of the Exchange Act, the Committee shall consist of the entire Board. As soon as practicable following such registration, the Committee shall be the Compensation Committee of the Board; provided, however, that with respect to each Section 162 (m) Participant, the "Committee" hereunder shall mean a committee of solely two or more Independent Directors appointed by and holding office at the pleasure of the Board, each of whom is an "outside director" for purposes of Section 162 (m) of the Code. Appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies in the Committee may be filled by the Board."

Executed at Salt Lake City, Utah this 29^th day of October, 1998.

WEIDER NUTRITION INTERNATIONAL, INC.

By: _______________________________

SECOND AMENDMENT TO THE

1997 EQUITY PARTICIPATION PLAN OF

WEIDER NUTRITION INTERNATIONAL, INC.

This Second Amendment to the 1997 Equity Participation Plan, as amended (the "Plan"), of Weider Nutrition International, Inc. is hereby adopted by Weider Nutrition International, Inc., a Delaware corporation (the "Company").

RECITALS

A. The Plan was originally adopted by the Board of Directors of the company on August 20, 1996, and the stockholders of the Company on February 28, 1997, and the Plan, as amended, was approved by the stockholders of the Company on October 29, 1998.

B. As of June 1, 1999, the Compensation Committee of the Board of Directors of the Company approved an amendment to the Plan (the "June Amendment"), subject to stockholder approval, increasing the maximum number of shares of Class A Common Stock which may be subject to options or awards to any individual in any fiscal year from 300,000 to 600,000 shares.

C. As of September 27, 1999, the board of Directors of the company approved an additional amendment to the Plan (the "September Amendment," and collectively with the June Amendment, the "Amendments"), subject to stockholder approval, increasing the aggregate maximum number of shares of Class A Common Stock available for issuance under the Plan from 2,496,000 to 3,500,000 shares. D. On November 17, 1999, the stockholders of the Company approved the Amendments as follows:

THE AMENDMENTS

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