S-4

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As filed with the Securities and Exchange Commission on March 17, 2006

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NBTY, Inc.
Guarantors Listed On
Schedule A
(Exact Name of Registrant as Specified in Its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	2833 (Primary Standard Industrial Classification Code Number)	11-2228617 (I.R.S. Employer Identification Number)
90 Orville Drive, Bohemia, New York 11716 (631) 567-9500 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Irene B. Fisher, Esq.
General Counsel
NBTY, Inc.
90 Orville Drive
Bohemia, NY 11716
(631) 567-9500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Jay D. Grushkin, Esq.
John H. Cobb, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
71/8% Senior Subordinated Notes due 2015	$200,000,000	100%	$200,000,000	$21,400
Guarantees of the 71/8% Senior Subordinated Notes due 2015	$200,000,000	100%	$200,000,000	(2)

(1)

Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(2)

No additional registration fee is due for guarantees pursuant to Rule 457(n) under the Securities Act of 1933.

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

SCHEDULE A
GUARANTORS

ENTITY	STATE OF INCORPORATION	SIC CODE	IRS EMPLOYER IDENTIFICATION NUMBER	ADDRESS
American Health, Inc.	Nevada	8082	11-3215708	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Arco Pharmaceuticals, Inc.	Delaware	2834	11-1964154	105 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Arthritis Research Corp.	Delaware	2833	11-3571750	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Biosmart Direct Sales, LLC	Colorado	2833	74-2939984	10701 Melody Drive, North Glenn, CO 80241 (304) 474-2937
De Tuinen Ltd.	New York	2833	55-0829244	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Diabetes American Research Corp.	Delaware	2833	20-2521263	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Dynamic Essentials (DE), Inc.	Delaware	2834	11-3488076	255 Primera Boulevard, Lake Mary, FL 32746 (407) 444-9933
Eurolean Research, LLC	New York	2834	02-0643099	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Food Systems, Inc.	Delaware	2833	20-0329655	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Good 'N Natural Manufacturing Corp.	Delaware	2833	06-1307453	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Healthwatchers (DE), Inc.	Delaware	2833	11-3547669	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Holland & Barrett, Ltd.	New York	2833	11-3521646	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Met-Rx Nutrition, Inc.	Delaware	2834	74-2900945	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Met-Rx Substrate Technology, Inc.	California	2834	74-2900977	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Met-Rx USA, Inc.	Nevada	5499	33-0626256	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Nabarco Advertising Associates, Inc.	New York	7311	11-2337463	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Natural Wealth Nutrition Corporation	Delaware	2834	06-1309450	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Nature's Bounty Inc.	Delaware	5499	11-3476521	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Nature's Bounty Manufacturing Corp.	Delaware	2833	11-3155471	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Nature's Bounty, Inc.	New York	2833	11-3476520	105 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Naturesmart, LLC	Colorado	2833	84-1574109	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Aviation, LLC	Delaware	8741	20-0452439	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500

NBTY CAH Company	Delaware	8741	57-1179086	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY CAM Company	Delaware	8741	57-1179084	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Canada Acquisition, Inc.	Delaware	8741	20-2302240	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY China Holdings, Inc.	Delaware	8741	20-2340410	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY China, Inc.	Delaware	8741	20-2340866	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Distribution, Inc.	New York	2833	65-1194684	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Flight Services, LLC	Delaware	4522	20-0405973	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Manufacturing, LLC	Delaware	2833	11-3602075	5115 E. La Palma Avenue, Anaheim, CA 92807 (714) 765-7000
NBTY PAH, LLC	Delaware	8741	20-1450146	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Transportation, Inc.	Delaware	7515	20-1414398	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Ukraine 1, LLC	Delaware	8741	20-2418308	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Ukraine 2, LLC	Delaware	8741	20-2418361	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
NBTY Ukraine, Inc.	Delaware	8741	20-2417970	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Nutrition Headquarters (DE), Inc.	Delaware	2833	11-3434258	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Omni Vitamin And Nutrition Corp.	Delaware	2833	11-3019778	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Physiologics, LLC	Colorado	2833	74-2939985	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Precision Engineered Limited (USA)	Delaware	2833	20-0900916	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Puritan's Pride, Inc.	New York	2833	06-1309452	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Rexall, Inc.	Florida	2833	75-3144967	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Rexall Sundown, Inc.	Florida	5122	59-1688986	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Rexall US Delaware, Inc.	Delaware	8741	36-4380978	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Richardson Labs, Inc.	Delaware	2833	94-3290105	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
RXSD Inc.	Nevada	8741	88-0403309	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Sundown, Inc.	Florida	2833	75-3144968	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500

The Non-Irradiated Herbal Manufacturers Group, LLC	Delaware	2833	16-1690316	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
United States Nutrition, Inc.	Delaware	8741	20-0375273	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
United Vitamin Manufacturing Corp.	New York	2833	11-3215704	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Vitamin World (Boca), LLC	Delaware	5499	11-3624307	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Vitamin World (VI), Inc.	U.S. Virgin Islands	5499	33-1129839	Suite 208, Citibank Building, Veteran's Drive P.O. Box 5304 St. Thomas, VI 00803-5304 U.S. Virgin Islands (304) 775-1348
Vitamin World Of Guam, LLC	Delaware	5499	11-3612056	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Vitamin World Online, Inc.	New York	5499	11-3477485	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Vitamin World Outlet Stores, Inc.	Nevada	5499	11-3215707	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Vitamin World, Inc.	Delaware	5499	11-2302283	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500
Worldwide Sport Nutritional Supplements, Inc.	New York	2833	16-1477378	90 Orville Drive, Bohemia, NY 11716 (631) 567-9500

SUBJECT TO COMPLETION, DATED MARCH 17, 2006

The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

PROSPECTUS

NBTY, Inc.

OFFER TO EXCHANGE

$200,000,000 principal amount outstanding
7¹/8% Senior Subordinated Notes due 2015
that have been registered under the Securities Act of 1933
for any and all outstanding 7¹/8% Senior Subordinated Notes due 2015

        We are offering to exchange our 7¹/8% senior subordinated notes due 2015, or the "exchange notes," for our currently outstanding 7¹/8% senior subordinated notes due 2015, or the "outstanding notes." The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer. The exchange notes will represent the same debt as the outstanding notes and we will issue the exchange notes under the same indenture. We refer to the outstanding notes and the exchange notes collectively in this prospectus as the "notes."

        The exchange notes will be our unsecured senior subordinated obligations and will be subordinated to all of our existing and future senior indebtedness, rank equally with all of our existing and future senior subordinated indebtedness and rank senior to all of our existing and future subordinated indebtedness. The exchange notes will be guaranteed on an unsecured senior subordinated basis by all of our domestic subsidiaries, other than Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC, each of which is obligated to provide its guarantee in the future.

        The principal features of the exchange offer are as follows:

•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2006, unless extended.



•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



•

You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.



•

The exchange of outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.



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We will not receive any proceeds from the exchange offer.



•

We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

        Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities must deliver a prospectus in connection with any resale of the exchange notes.

You should carefully consider the risk factors beginning on page 13.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2006.

We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

        Each broker-dealer that receives exchange notes for its own account in exchange for notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of exchange notes received in exchange for private notes which the broker-dealer acquired as a result of market-making or other trading activities.

TABLE OF CONTENTS

	Page
Industry data	ii
Incorporation of certain documents by reference	ii
Special note on forward-looking statements	ii
Prospectus summary	1
Risk factors	13
The exchange offer	26
Use of proceeds	35
Capitalization	36
Selected historical consolidated financial and operating data	37
Management's discussion and analysis of financial condition and results of operations	39
Business	69
Management	89
Certain relationships and related party transactions	91
Security ownership of certain beneficial owners	92
Description of certain indebtedness	94
Description of the exchange notes	96
Book-entry settlement and clearance	137
Certain U.S. federal income tax considerations	139
Plan of distribution	143
Legal matters	143
Experts	143
Where you can find more information	144
Index to consolidated financial statements	F-1

i

Industry data

        We obtained industry data used throughout this prospectus from our own research, surveys or studies and industry or general publications. While we believe that each of the studies and publications we have used is reliable, we have not independently verified such data, and we do not make any representations as to the accuracy of such information. Similarly, we believe our internal research is reliable, but it has not been verified by any independent sources.

Incorporation of certain documents by reference

        We are "incorporating by reference" into this prospectus certain information that we have filed or may file with the Securities and Exchange Commission, or the SEC, pursuant to the Securities Exchange Act of 1934, as amended, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus, except to the extent modified or superseded, as described below. This prospectus incorporates by reference the documents set forth below that have been previously filed with the SEC. Those documents contain important information about us and our financing.

•

Our Annual Report on Form 10-K filed on December 22, 2005 (except for Item 8).



•

Our Proxy Statement Schedule 14A filed on January 13, 2006.



•

Our Quarterly Report on Form 10-Q filed on February 2, 2006.



•

Our Current Reports on Form 8-K filed on September 27, 2005, January 12, 2005 and February 15, 2006.



•

All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this prospectus and prior to the termination of the offering.

Any statement contained herein, or in any documents incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for the purpose of this prospectus to the extent that a subsequent statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        This exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of outstanding notes in any jurisdiction in which this exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        Upon your written or oral request, we will provide you with a free copy of any of these filings (except for exhibits, unless the exhibits are specifically incorporated by reference into the filing). You may request copies by writing us at 90 Orville Drive, Bohemia, New York 11716, attn: Corporate Secretary, or telephoning us at (631) 567-9500. To obtain timely delivery of any copies of filings requested, please write or telephone no later than                        , 2006, five days prior to the expiration of the exchange offer.

Special note on forward-looking statements

        This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and

ii

business. Discussions containing such forward-looking statements may be found in "Management's discussion and analysis of financial condition and results of operations," and "Business" as well as elsewhere within this prospectus generally. In addition, when used in this prospectus, words such as "subject to," "believe," "expect," "plan," "project," "estimate," "intend," "may," "should," "can," or "anticipate," or the negative thereof, or variations thereon, or similar expressions are intended to identify forward-looking statements, which are inherently uncertain. Similarly, discussions of strategy, although believed to be reasonable, are also forward-looking statements and are inherently uncertain.

        All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors which may materially affect such forward-looking statements include:

•

adverse studies and/or publicity regarding nutritional supplements generally or a particular supplement;



•

slow or negative growth in the nutritional supplement industry;



•

interruption of business or negative impact on sales and earnings due to hurricanes, earthquakes, other acts of god, acts of war, terrorism, bio-terrorism, civil unrest or disruption of mail service;



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inability to retain customers of companies (or mailing lists) recently acquired;



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increased competition;



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increased costs;



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loss or retirement of key members of management;



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increases in the cost of borrowings and/or unavailability of additional debt or equity capital;



•

unavailability of, or inability to consummate, advantageous acquisitions in the future, including those that may be subject to bankruptcy approval or our inability to integrate acquisitions into the mainstream of our business;



•

changes in general worldwide economic and political conditions in the markets in which we may compete from time to time;



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our inability to gain and/or hold market share of our wholesale and/or retail customers anywhere in the world;



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unavailability of electricity in certain geographical areas;



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our inability to obtain and/or renew insurance and/or the costs of same;



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exposure to and expense of defending and resolving product liability claims and other litigation, including administrative and criminal proceedings;



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our ability to successfully implement our business strategy;



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our inability to manage our retail, wholesale, manufacturing and other operations efficiently;



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consumer acceptance of our products;



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our inability to renew leases for our retail locations;



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inability of our retail stores to attain or maintain profitability;



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the absence of clinical trials for many of our products;



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sales and earnings volatility and/or trends;



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the efficacy of our Internet and on-line sales and marketing strategies;

iii

•

fluctuations in foreign currencies, including the British pound, the Euro and the Canadian dollar;



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import-export controls on sales to foreign countries;



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our inability to secure favorable new sites for, and delays in opening, new retail locations;



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introduction of and compliance with new federal, state, local or foreign legislation or regulation or adverse determinations by regulators anywhere in the world (including the banning of products) and more particularly proposed Good Manufacturing Practices and Section 404 requirements of the Sarbanes-Oxley Act of 2002 in the United States and the Food Supplements Directive and Traditional Herbal Medicinal Products Directive in Europe;



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our mix of products and the profit margins thereon;



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the availability and pricing of raw materials;



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risk factors discussed in our filings with the SEC;



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adverse effects on us as a result of increased gasoline prices and potentially reduced traffic flow to our retail locations;



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adverse tax determinations;



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the loss of a significant customer; and



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other factors beyond our control.

        Consequently, such forward-looking statements should be regarded solely as our current plans, estimates and beliefs. Readers are cautioned not to place undue reliance on forward-looking statements. We cannot guarantee future results, events, and levels of activity, performance or achievements. We do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offer of exchange notes, we encourage you to read this prospectus and the documents to which this prospectus refers in their entirety. Unless we indicate otherwise or the context otherwise requires, references in this prospectus to the "Company," the "Issuer," "we," "us" and "our" are to NBTY, Inc. and its consolidated subsidiaries, except that with respect to the notes, "we," "us" or "our" shall only refer to NBTY, Inc.

Overview

        We are a leading vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high quality, value-priced nutritional supplements in the U.S. and throughout the world. Under a number of our and third-party brands, we offer over 22,000 products, including vitamins, minerals, herbs, sports nutrition products, diet aids and other nutritional supplements. Some of our brands include Nature's Bounty®, Vitamin World®, Puritan's Pride®, Holland & Barrett®, Rexall®, Sundown®, Solgar®, MET-Rx®, WORLDWIDE Sport Nutrition®, American Health®, GNC (UK)®, De Tuinen®, Le Naturiste™ and SISU®. We have continued to grow through our marketing practices and through a series of strategic acquisitions. Our total revenue and Adjusted EBITDA (net income, excluding the aggregate amount of all non-cash losses reducing net income, plus interest, taxes, depreciation and amortization), for the fiscal year ended September 30, 2005, or fiscal 2005, were approximately $1.7 billion and $215 million, respectively.

        NBTY, Inc. was incorporated in Delaware in 1979 under the name Nature's Bounty, Inc. On March 26, 1995, we changed our name to NBTY, Inc. Our principal executive offices are located at 90 Orville Drive, Bohemia, New York 11716, and our telephone number is (631) 567-9500. Our internet address is www.nbty.com. Information on our website is not a part of this prospectus. Our United Kingdom subsidiary, Holland & Barrett Europe Limited, has its principal executive offices in Nuneaton, United Kingdom. Our Dutch subsidiary, De Tuinen, B.V., has its principal executive offices in Beverwijk, the Netherlands.

Operating segments

        We are vertically integrated in that we purchase raw materials, formulate and manufacture our products and then market our products through our four channels of distribution: Wholesale/US Nutrition, North American Retail, European Retail and Direct Response/Puritan's Pride. In addition, we design and build certain equipment that we use to manufacture our products. We manufacture the vast majority of the nutritional supplements we sell.

        The following provides an overview of our four operating segments.

        Wholesale/US Nutrition.    We market our products under various brand names to many channels of distribution, including mass merchandisers, as well as leading drug store chains and supermarkets, independent pharmacies, health food stores, health food store wholesalers and other retailers. The Nature's Bounty® and Sundown® brands are sold to mass merchandisers, as well as drug store chains, drug wholesalers, supermarket chains and wholesalers. We also sell directly to health food stores under our Solgar®, SISU® and Good 'N Natural® brands and sell products, including a specialty line of vitamins, to health food wholesalers under the brand name American Health®. We have expanded sales of our various products offered in this segment to many countries throughout Europe, Asia and Latin America.

        North American Retail.    At the end of fiscal 2005, we operated 542 retail stores located in regional and outlet malls throughout the U.S. under the Vitamin World® and Nutrition Warehouse® names and

1

101 retail stores under the Le Naturiste® name in Quebec, Canada. Each location carries a full line of our products under our brand names, as well as products manufactured by others. Through direct interaction between our personnel and the public at these retail locations, we are able to identify buying trends, customer preferences or dislikes, acceptances of new products and price trends in various regions of the United States, as well as Quebec, Canada. This information is useful in initiating sales programs and new product introductions for all of our segments.

        European Retail.    Our European Retail sales are generated by Holland & Barrett and GNC (UK) stores in the U.K., Nature's Way stores in Ireland and De Tuinen stores in the Netherlands. Holland & Barrett is one of the leading nutritional supplement retailers in the U.K., with 494 locations in the U.K. at September 30, 2005. Holland & Barrett markets a broad line of nutritional supplement products, including vitamins, minerals and other nutritional supplements, as well as food products, including fruits and nuts, confectionery and other items. GNC (UK) operated 35 locations in the U.K. at September 30, 2005, specializing in the sale of vitamins, minerals and sports nutrition products. At September 30, 2005, there were 16 Nature's Way locations in Ireland selling a range of products similar to those offered by Holland & Barrett. With 67 locations in the Netherlands at September 30, 2005, De Tuinen is a leading retailer of health food products, selected confectionery and lifestyle giftware. Nutritional supplement products manufactured by us accounted for approximately 32% of European Retail's total sales in fiscal 2005.

        Direct Response/Puritan's Pride.    We offer, through mail order and Internet e-commerce, a full line of vitamins and other nutritional supplement products, as well as selected personal care items under our Puritan's Pride® brand names at prices which are generally at a discount from those of similar products sold in retail stores.

        Through our Puritan's Pride® brand, we are the leader in the U.S. direct response nutritional supplement industry with more than four million customers on our customer list, and response rates which we believe to be above the industry average. We intend to continue to attract new customers in our direct response operation through aggressive marketing techniques both in the U.S. and globally, and through selective acquisitions.

Our strengths

        Innovative New Product Introduction.    We have consistently been among the first in the industry to introduce innovative products in response to new studies, research and consumer preferences. Given the changing nature of consumer demand for new products and the continued publicity about the importance of vitamins, minerals and nutritional supplements in the promotion of general health, as well as the growing number of overweight consumers, we believe that we will continue to maintain our core customer base and attract new customers based upon our ability to rapidly respond to consumer demand with high quality, value-oriented products.

        Success in Executing and Integrating Strategic Acquisitions.    In the normal course of our business, we seek acquisition opportunities, both in the U.S. and internationally, of companies which complement or extend our existing product lines, increase our market presence, expand our distribution channels and/or are compatible with our business philosophy. We have successfully acquired over 30 companies and/or businesses since 1986, which has enabled us to significantly expand our product lines and distribution reach. On February 25, 2005, we acquired Le Naturiste Jean-Marc Brunet, or Le Naturiste, a chain of 103 retail stores located throughout Quebec, Canada in the business of developing, packaging, marketing and retailing an in-house range of private-label health and natural products. On June 8, 2005, we acquired SISU, Inc., a Canadian-based manufacturer and distributor of a premium line of vitamins and supplements. On August 1, 2005, we acquired substantially all of the assets of Solgar Vitamin and Herb, or Solgar, a division of Wyeth Healthcare. Solgar is a manufacturer and distributor of premium-branded nutritional supplements, including multivitamins, minerals, botanicals

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and specialty formulas designed to meet the specific needs of men, women, children and seniors. See "—Recent developments." We continue to evaluate acquisition opportunities across the industry and around the world.

        Diversified Cash Flow.    The size and diversity of our product portfolio, variety of distribution channels, and favorable demographics of the supplements industry provide us with diversified cash flows. We offer over 22,000 products through our many brands and four distribution channels which enable us to reach multiple end markets primarily in the U.S., Canada and Europe. This diversity reduces our reliance on any single product or market within our portfolio.

        Experienced Management Team.    Our management team has extensive experience in the nutritional supplement industry and has developed long-standing relationships with our suppliers and customers. Our executive officers have an average of over 20 years in our industry.

Our strategy

        We target the growing value-conscious consumer segment by offering high-quality products at a value price. Our objectives are to increase sales, improve manufacturing efficiencies, increase profitability and strengthen our market position through the following key strategies:

        Expand Existing Channels of Distribution.    Specific plans to expand channels of distribution include:

        Increase Wholesale Sales in the U.S. and in Foreign Markets.    We intend to strengthen our wholesale business by continuing to increase our sales in food, drug and mass merchandising channels by:

•

increasing revenues derived from existing customers through strong promotional activities and the aggressive introduction of new and innovative products;



•

increasing shelf space in major retailers;



•

leveraging the advertising and promotion of our major specialty brands, such as Osteo-Bi-Flex®, MET-Rx®, Flex-A-Min® and Knox®; and



•

continuing to increase our private-label revenue with new customers and timely product introductions. In addition, we continue to form new distribution alliances throughout the world for our products.

        Increase Direct Response/Puritan's Pride Sales.    We expect to continue to strengthen our leading position in the e-commerce/direct response business by:

•

improving automated picking and packing to fulfill sales order requests with greater speed and accuracy;



•

increasing manufacturing capability to quickly introduce and deliver new products in response to customer demand;



•

testing new and more frequent promotions to further improve response rates; and



•

promoting our Internet websites.

        We also intend to continue our strategy of acquiring the customer lists, brand names and inventory of other mail order companies which have similar or complementary products which we believe can be efficiently integrated into our own operations without adding substantial overhead expenses.

        Increase Retail Sales in North America.    We intend to continue to focus on the development of a nationwide chain of retail stores in the U.S. and Canada. To that end, at September 30, 2005, we operated 542 Vitamin World® and Nutrition Warehouse® retail stores located in regional and outlet

3

malls throughout the U.S. and 101 Le Naturiste retail stores throughout Quebec, Canada. We have added approximately 55 retail stores in the U.S. since October 1, 2003, or approximately 10% of the total number of U.S. stores in operation at September 30, 2005. In addition, on February 25, 2005, we acquired the Canadian Le Naturiste chain of retail stores. New stores historically do not have the same high customer traffic as more mature stores. During fiscal 2005, we operated 15 fewer Vitamin World stores than in the fiscal year ended September 30, 2004. Although we plan to open new stores during the 2006 fiscal year, we may close up to 10% of our existing Vitamin World stores during that time. More than 70 Vitamin World retail store leases expire during the 2006 fiscal year, and in an effort to improve Vitamin World's profitability, any store whose lease cannot be renegotiated for more favorable terms may be closed when its lease lapses.

        Our Savings Passport Card, a customer loyalty program, which increases customer traffic and provides incentives to purchase at Vitamin World, has continued to be successful since its introduction in 2000. At the end of fiscal 2005, we had approximately 5.9 million Savings Passport Card members. This program is an additional tool for us to track customer preferences and purchasing trends.

        Increase Retail Sales in the U.K., Ireland and Europe.    We continue our strategy of selectively expanding the number of our Holland & Barrett stores located throughout the U.K. At September 30, 2005, there were 494 Holland & Barrett® and 16 Nature's Way® stores operating in the U.K. and Ireland. In fiscal 2005, Nature's Way opened three new stores and Holland & Barrett opened 13 new stores and converted one GNC (UK) retail store to a Holland & Barrett store. We project that, during the next fiscal year, we will open as many as 20 additional new retail stores in the U.K. and Ireland.

        At September 30, 2005, there were 35 GNC (UK) retail stores operating in the U.K. and 67 De Tuinen retail stores operating in the Netherlands. We continue to evaluate opportunities to open additional GNC (UK) stores in the U.K. and De Tuinen stores in Europe.

        Enhance Vertical Integration.    We believe that our vertical integration gives us a significant competitive advantage by allowing us to:

•

maintain higher quality standards while lowering product costs, which can be passed on to the customer as lower prices;



•

more quickly respond to scientific and popular reports and consumer buying trends;



•

more effectively meet customer delivery schedules;



•

reduce dependence upon outside suppliers; and



•

improve overall operating margins.

        We continually evaluate ways to further enhance our vertical integration by leveraging manufacturing, distribution, purchasing and marketing capabilities, and otherwise improving the efficiency of our operations.

        Build Infrastructure to Support Growth.    We have technologically advanced, state-of-the-art manufacturing and production facilities, with total production capacity of approximately 41 billion tablets, capsules and softgels per year. In July 2005, we completed the construction of a new distribution facility in Hazelton, Pennsylvania at a cost of approximately $20 million. During fiscal 2004, we began the expansion of our softgel facility in Bayport, New York, which we anticipate will be completed in fiscal 2006 at a projected cost of approximately $21 million. As a result of this expansion, the Bayport facility will be able to produce approximately 9 billion tablets, capsules and softgels per year. This facility will increase manufacturing capacity by approximately 60%. In addition, we also acquired a 400,000 square-foot facility in Augusta, Georgia for approximately $11 million on July 1, 2005. We regularly evaluate our operations and make investments in building infrastructure, as necessary, to support our continuing growth.

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Recent developments

        Acquisition of Solgar.    On August 1, 2005, we acquired substantially all of the assets of Solgar. For the year ended December 31, 2004, Solgar had sales of approximately $105 million. Solgar manufactures and distributes premium-branded nutritional supplements including multivitamins, minerals, botanicals and specialty formulas designed to meet the specific needs of men, women, children and seniors. Solgar's products are sold at nearly 5,000 health food stores, natural product stores, natural pharmacies and specialty stores across the U.S. and internationally in 40 countries, including countries in North and South America, Asia, the Middle East, Europe, as well as South Africa, Australia and New Zealand. Solgar will strengthen our position in the health food store market, as the Solgar brand will be focused on serving the needs of the independent health food store across the U.S. The purchase price for this acquisition was approximately $115 million in cash. Solgar's headquarters and principal manufacturing facility are located in Bergen County, New Jersey.

        On August 1, 2005, in connection with our acquisition of Solgar, we amended and restated our credit agreement by adding a new term loan facility of $120 million and increasing our revolving credit facility from $100 million to $125 million. See "Description of certain indebtedness."

        Tender Offer; Redemption.    On September 23, 2005, we announced the expiration of an offer to purchase for cash any and all of our $150 million in aggregate principal amount 8⁵/8% senior subordinated notes due 2007 at 100% of the principal amount thereof plus accrued and unpaid interest and accepted and paid for a total of $74,458,000 aggregate principal amount of those notes tendered. In addition, on October 24, 2005, we redeemed all of the remaining aggregate principal amount of 8⁵/8% senior subordinated notes due 2007. We refer to the foregoing offer to purchase and redemption herein as the "8⁵/8% senior subordinated notes tender and redemption".

        Recent Financial Results.    On January 27, 2006 we announced results for our fiscal first quarter ended December 31, 2005. For the fiscal first quarter ended December 31, 2005, sales increased 8% to $455 million, compared to $420 million for the fiscal first quarter ended December 31, 2004. This increase in sales included $33 million in sales from our three recent acquisitions of Solgar, SISU, Inc. and Le Naturiste. Net income for the fiscal first quarter ended December 31, 2005 declined 23% to $23 million, compared to net income of $30 million for the fiscal first quarter ended December 31, 2004. At December 31, 2005, our total assets were $1.4 billion and our working capital was $456 million.

        On February 6, 2006 we announced preliminary unaudited sales results for January 2006. For the month ended January 31, 2006, our preliminary unaudited net sales were $165 million. On March 10, 2006 we announced preliminary unaudited sales results for February 2006. For the month ended February 28, 2006, our preliminary unaudited net sales were $148 million. These sales results are preliminary and are not necessarily indicative of our sales results for the fiscal quarter ended March 31, 2006 or any other period.

5

The exchange offer

        The following is a brief summary of the terms of the exchange offer. For a complete description of the exchange offer see "The exchange offer."

Background of our exchange offer	On September 23, 2005, we sold in a private offering $200 million aggregate principal amount of senior subordinated notes due 2015. At that time we agreed to pay you penalties, if among other things, the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before April 21, 2006, which is the date that is 210 days after September 23, 2005.
Exchange offer	We are offering to exchange the exchange notes for the outstanding notes that are properly tendered and accepted. You may tender outstanding notes only in denominations of $1,000 and multiples of $1,000. We will issue the exchange notes on or promptly after the exchange offer expires.
Expiration date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2006, unless extended, in which case the expiration date will mean the latest date and time to which we extend the exchange offer.
Condition to exchange offer	The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the staff of the SEC and that we not be involved in any court or governmental agency proceeding that would prevent us from proceeding with the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange.
Terms of our exchange notes	Our exchange notes have substantially the same terms as the outstanding notes except the exchange notes have been registered under the Securities Act of 1933, as amended, or the Securities Act, and therefore will be freely tradable and will not contain the provisions for an increase in the interest rate related to our failure to carry out this exchange offer.
Transferability of exchange notes	We believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if:
	•	you acquire the exchange notes in the ordinary course of your business;
	•	you are not participating in a public distribution of the exchange notes;
	•	you are not our affiliate; and
	•	you are not a broker-dealer tendering outstanding notes acquired directly from us for your own account.

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	By executing your letter of transmittal and tendering your outstanding notes as described below, you will be making representations to this effect. See "The exchange offer—Transferability of exchange notes" and "—Procedures for tendering outstanding notes."
	If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired in your market-making or other trading activities, you must acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act when you resell the exchange notes. You may use this prospectus to meet those requirements. You should read the section entitled "Plan of Distribution."
Consequences of failure to exchange your outstanding notes	After the exchange offer is complete, you will no longer be entitled to exchange your outstanding notes for exchange notes. If you do not exchange your outstanding notes for exchange notes in this exchange offer, your outstanding notes will continue to have the restrictions on transfer contained in them and in the indenture governing them. In general, your outstanding notes may not be offered or sold unless registered under the Securities Act, unless there is an exemption from, or unless in a transaction not governed by, the Securities Act and applicable state securities laws. We have no current plans to register your outstanding notes under the Securities Act. Therefore, if you do not exchange your outstanding notes in this exchange offer, your outstanding notes may be more difficult to sell or transfer.
Procedures for tendering outstanding notes	If you wish to tender your outstanding notes for exchange in the exchange offer, you or the custodial entity through which you hold your outstanding notes must send to The Bank of New York, the exchange agent for the exchange offer, on or before the expiration date of the exchange offer:
	•	a properly completed and executed letter of transmittal which has been provided to you with this prospectus, together with your outstanding notes and any other documentation requested by such letter of transmittal; and
	•	for holders who hold their positions through The Depository Trust Company, or DTC:
		•	an agent's message from DTC stating that the tendering participant agrees to be bound by the letter of transmittal and the terms of the exchange offer;
		•	your outstanding notes by timely confirmation of book-entry transfer through DTC; and
		•	all other documents required by such letter of transmittal.
Withdrawal rights	You may withdraw the tender of your outstanding notes at any time prior to 5:00 p.m., New York City time, on the expiration date.

7

U.S. Federal income tax considerations	The exchange of outstanding notes for exchange notes will not be treated as a taxable transaction for U.S. federal income tax purposes. Rather, the exchange notes you receive in the exchange offer will be treated as a continuation of your investment in the outstanding notes. For additional information regarding U.S. federal income tax considerations, you should read the discussion under "Certain U.S. federal income tax considerations."
Use of proceeds	We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will pay all expenses incidental to the exchange offer.
Exchange agent	The Bank of New York is serving as the exchange agent. Its address, telephone number and facsimile number are:
	101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration Telephone: (800) 934-6802 Fax: (212) 815-5707

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Terms of exchange notes

        The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes.

Issuer	NBTY, Inc.
Securities offered	$200,000,000 in aggregate principal amount of 71/8% senior subordinated notes due 2015.
Maturity date	October 1, 2015.
Interest rate	71/8% per annum.
Interest payment dates	April 1 and October 1 of each year, beginning on April 1, 2006, including accrued interest from the most recent date on which interest was paid on the outstanding notes.
Guarantees	The exchange notes are guaranteed by all of NBTY's existing and future domestic subsidiaries other than Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC, each of which is obligated to provide such guarantee of the exchange notes in the future. See "Description of the exchange notes—Note guarantees."
Ranking	The exchange notes will be our unsecured senior subordinated obligations and will:
	•	rank junior to all of our existing and future senior indebtedness, including indebtedness under our credit agreement;
	•	rank equally with all of our existing and future senior subordinated indebtedness;
	•	rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the notes;
	•	be effectively junior to all of our existing and future secured debt, including indebtedness under our credit agreement; and
	•	be effectively subordinated to all obligations of our non-guarantor subsidiaries (including all of our foreign subsidiaries), including their trade payables.
	Similarly, the guarantees by our subsidiaries will:
	•	rank junior to all of the existing and future senior indebtedness of such subsidiaries, including the guarantees under our credit agreement;
	•	rank equally with all of the existing and future senior subordinated indebtedness of such subsidiaries;
	•	rank senior in right of payment to future indebtedness of such subsidiaries that is expressly subordinated in right of payment to the guarantees; and
	•	be effectively junior to all of the existing and future secured indebtedness of such subsidiaries, including guarantees of borrowings under our credit agreement.

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	As of December 31, 2005, the exchange notes were subordinated in right of payment to $183.8 million of senior indebtedness, excluding $125 million of additional borrowing capacity available under the revolving portion of our credit agreement, and effectively subordinated to $183.8 million of secured indebtedness. As of December 31, 2005 the exchange notes would have been effectively subordinated to $56 million of trade payables of our foreign non-guarantor subsidiaries. In addition, as of the issue date of the exchange notes, Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC will not guarantee the exchange notes. However, Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC are guarantors under our credit facility.
Optional redemption	We may redeem some or all of the exchange notes at any time on or after October 1, 2010. We may also redeem up to 35% of the aggregate principal amount of the exchange notes using the proceeds of one or more equity offerings at any time prior to October 1, 2008. The redemption prices are described under "Description of the exchange notes—Optional redemption."
	In addition, we may redeem some or all of the exchange notes prior to October 1, 2010 at a price equal to 100% of the principal amount plus a "make-whole" premium as set forth under the caption "Description of the exchange notes—Optional redemption."
Change of control	If we experience specific kinds of changes of control, we will be required to make an offer to purchase the exchange notes at a purchase price of 101% of the principal amount thereof, plus accrued but unpaid interest to the purchase date. See "Description of the exchange notes—Offer to purchase upon change of control."
Certain covenants	The indenture governing the exchange notes will restrict our ability and the ability of our restricted subsidiaries to, among other things:
	•	incur additional indebtedness and preferred stock;
	•	make certain distributions, investments and other restricted payments;
	•	create certain liens;
	•	enter into transactions with our affiliates;
	•	limit the ability of restricted subsidiaries to make payments to us;
	•	merge, consolidate or sell substantially all of our assets; and
	•	sell assets.
	These covenants are subject to important exceptions and qualifications described under the heading "Description of the exchange notes."

Risk factors

        You should consider all of the information contained in or incorporated by reference into this prospectus before making an investment in the exchange notes. In particular, you should consider the factors described under "Risk factors".

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Summary historical consolidated financial and operating data

        The following summary historical consolidated financial and operating data for the fiscal years ended and as of September 30, 2003, 2004 and 2005 are derived from our audited consolidated financial statements, including the notes thereto. The consolidated statements of income data for each of the years in the three-year period ended September 30, 2005 and the consolidated balance sheet data as of September 30, 2004 and 2005 are derived from our audited consolidated financial statements, including the notes thereto, appearing elsewhere in this prospectus. The following summary historical consolidated financial and operating data for the three months ended and as of December 31, 2004 and 2005 are derived from our interim unaudited condensed consolidated financial statements, including the notes thereto, appearing elsewhere in this prospectus. The unaudited information has been prepared on a basis consistent with our audited consolidated financial statements and includes all adjustments, consisting of normal recurring adjustments, which, in our opinion, are necessary for the fair presentation of the information presented in those financial statements. Operating results for the three months ended December 31, 2005 are not necessarily indicative of the results that may be expected for a full year. You should read this table in conjunction with "Management's discussion and analysis of financial condition and results of operations" and our financial statements, including the notes thereto, appearing elsewhere in this prospectus.

		Fiscal years ended September 30,									Three months ended December 31,
		2003			2004			2005			2004			2005
		(Dollars in thousands)
Statement of income data:(1)
Net sales		$	1,192,548		$	1,652,031		$	1,737,187		$	420,269		$	455,270
Costs and expenses			1,061,507			1,462,488			1,599,501			371,139			416,764
Income from operations			131,041			189,543			137,686			49,130			38,506
Other income (expense):
	Interest expense		(17,384	)		(24,663	)		(26,475	)		(5,692	)		(8,992	)
	Bond investment write down		(4,084	)		—			—			—			—
	Miscellaneous, net		5,424			4,125			8,051			1,991			1,149
			(16,044	)		(20,538	)		(18,424	)		(3,701	)		(7,843	)
Income before provision for income taxes			114,997			169,005			119,262			45,429			30,663
Provision for income taxes			33,412			57,156			41,125			15,536			7,743
Net income		$	81,585		$	111,849		$	78,137		$	29,893		$	22,920
Balance sheet data (at end of period):(1)
Working capital		$	311,865		$	359,847		$	475,728		$	402,455		$	456,001
Cash and cash equivalents			49,349			21,751			67,282			53,800			69,858
Total assets			1,195,782			1,232,653			1,482,302			1,289,465			1,367,728
Total debt, including capital leases			426,830			309,736			509,126			308,069			382,110
Stockholders' equity			514,799			639,798			716,055			682,481			733,938
Other financial data:
Interest expense		$	17,384		$	24,663		$	26,475		$	5,692		$	8,992
Depreciation and amortization			46,884			61,680			58,283			14,615			14,144
Capital expenditures			37,510			42,700			71,516			11,346			9,488
Rent			84,354			100,619			108,232			26,564			27,203
Adjusted EBITDA(2)			179,265			255,348			215,224			65,736			55,924
Cash flows provided by operating activities			111,532			119,936			85,848			36,903			99,612
Cash flows (used in)/provided by investing activities			(323,285	)		(37,477	)		(250,541	)		(5,530	)		31,811
Cash flows provided by/(used in) financing activities			233,435			(115,719	)		210,333			(1,711	)		(127,187	)
Selected historical ratios:
Ratio of Adjusted EBITDA to interest expense			10.3	x		10.4	x		8.1	x		—			—
Ratio of total debt to Adjusted EBITDA			2.4	x		1.2	x		2.4	x		—			—
Ratio of earnings to fixed charges(3)			3.5	x		3.9	x		2.9	x		4.1	x		2.7	x

(1)

During the periods presented, we have made a number of significant acquisitions. The timing of those acquisitions and the changing mix of business as acquired companies are integrated into our operations may affect the comparability of results from one period to another. See "Management's discussion and analysis of financial condition and results of operations."

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(2)

Adjusted EBITDA, which is a factor utilized in calculating covenant ratios, is defined as net income, excluding the aggregate amount of all non-cash losses reducing net income, plus interest, taxes, depreciation and amortization. SINCE EBITDA IS NOT A MEASURE OF PERFORMANCE CALCULATED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OR GAAP, IT SHOULD NOT BE CONSIDERED IN ISOLATION OF, OR AS A SUBSTITUTE FOR OR SUPERIOR TO, OTHER MEASURES OF FINANCIAL PERFORMANCE PREPARED IN ACCORDANCE WITH GAAP, SUCH AS OPERATING INCOME, NET INCOME AND CASH FLOWS FROM OPERATING ACTIVITIES. IN ADDITION, OUR DEFINITION OF EBITDA IS NOT NECESSARILY COMPARABLE TO SIMILARLY TITLED MEASURES REPORTED BY OTHER COMPANIES. We use Adjusted EBITDA as a supplementary non-GAAP liquidity measure to allow us to evaluate each of our operating segment's cash-generating ability to fund income tax payments, corporate overhead, capital expenditures and increases in working capital. Adjusted EBITDA is also used by us to allocate resources for growth among our segments, to evaluate our ability to service our debt and to raise capital for growth opportunities, including acquisitions. Covenants contained in the credit agreement are based on what we refer to herein as "Adjusted EBITDA". In addition, we use Adjusted EBITDA as a supplemental non-GAAP liquidity measure in financial presentations to our board of directors, shareholders, various banks participating in our credit facility, note holders and bond rating agencies, among others, to assist them in their evaluation of our cash flow. We use Adjusted EBITDA in conjunction with traditional GAAP liquidity measures as part of our overall assessment and therefore does not place undue reliance on Adjusted EBITDA as our only measure of cash flow. We believe Adjusted EBITDA is useful for both ourselves and investors as it is a commonly used analytical measurement for assessing a company's cash flow ability to service and/or incur additional indebtedness, by excluding the impact of certain non-cash items such as depreciation and amortization. Adjusted EBITDA has historically been used by our lenders to measure compliance with certain financial debt covenants, and we believe that Adjusted EBITDA provides a meaningful measure of liquidity and our ability to service our long-term debt and other fixed obligations. We believe that Adjusted EBITDA is specifically relevant to us due to our leveraged position as well as the common use of Adjusted EBITDA as a liquidity measure within our industries by lenders, investors and others in the financial community. We have included Adjusted EBITDA as a supplemental liquidity measure, which should be evaluated by investors in conjunction with the traditional GAAP liquidity measures.

The following table presents a reconciliation from net cash provided by operating activities, which is the most directly comparable GAAP liquidity measure, to Adjusted EBITDA:

	Fiscal years ended September 30,									Three months ended December 31,
	2003			2004			2005			2004		2005
	(Dollars in thousands)
Net cash provided by operating activities	$	111,532		$	119,936		$	85,848		$	36,903	$	99,612
Interest expense		17,384			24,663			26,475			5,692		8,992
Income tax provision		33,412			57,156			41,125			15,536		7,743
Changes in working capital and other liabilities		28,386			63,176			65,496			7,407		(58,233	)
Asset impairments		1,117			2,603			11,204			—		2,125
Other		(12,566	)		(12,186	)		(14,924	)		198		(4,315	)
Adjusted EBITDA	$	179,265		$	255,348		$	215,224		$	65,736	$	55,924

(3)

The ratio of earnings to fixed charges is defined as pre-tax income plus fixed charges divided by fixed charges. Fixed charges are defined as interest expense plus ¹/3 of rent expense (which we believe represents a reasonable approximation of the interest factor).

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RISK FACTORS

We are using this prospectus to make our exchange offer to the holders of our outstanding notes. Those holders have already made their investment decision with respect to our outstanding notes, and the only additional risk that affects them is the risk we describe under "Risk relating to the exchange offer" immediately below. Any broker-dealer who receives exchange notes that we offer by this prospectus in exchange for outstanding notes held for its own account, or who participates in any distribution of the exchange notes that we offer by this prospectus, is permitted to use this prospectus with respect to the broker-dealer's sale or other distribution of those exchange notes. See "Plan of distribution." Purchasers of those notes will be making a new investment decision and will be affected by all of the risk factors that we describe below, other than those described under "Risk relating to the exchange offer" immediately below. Unless otherwise specified, reference in this "Risk factors" section to "notes" refers to the outstanding notes and the exchange notes collectively.

Risk relating to the exchange offer

If you do not properly tender your outstanding notes, your ability to transfer such outstanding notes will be adversely affected.

        We will only issue exchange notes in exchange for outstanding notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding notes and you should carefully follow the instructions on how to tender your outstanding notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the outstanding notes. If you do not tender your outstanding notes or if we do not accept your outstanding notes because you did not tender your outstanding notes properly, then, after we consummate the exchange offer, you may continue to hold outstanding notes that are subject to the existing transfer restrictions. In addition, if you tender your outstanding notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding notes, you may have difficulty selling them because less outstanding notes will remain outstanding. In addition, if a large amount of outstanding notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Risks relating to the notes

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under the notes.

        We have a substantial amount of indebtedness. As of December 31, 2005 we had approximately $382.1 million of outstanding indebtedness. We are highly leveraged and this level of indebtedness could have important consequences to you, including the following:

•

it may make it more difficult to satisfy our obligations with respect to the notes;



•

it may limit our ability to borrow money for working capital, capital expenditures, acquisitions, debt service requirements and general corporate or other purposes;



•

it may limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities;

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•

we will be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;



•

it may make us more vulnerable than a less leveraged company to a downturn in our business or in the economy;



•

a substantial portion of our cash flow from operations will be dedicated to the repayment of our credit agreement indebtedness, including indebtedness that we may incur in the future, and will not be available for other purposes;



•

there would be a material adverse effect on our business, results of operations, financial condition and cash flows if we were unable to service our indebtedness or obtain additional financing, as needed; and



•

it may make it more difficult for us to comply with the financial covenants in our credit agreement.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        Subject to specified limitations, the indenture governing the notes and the credit agreement permit us and our subsidiaries to incur substantial additional debt and other obligations. Any additional indebtedness incurred under our credit agreement in accordance with the terms of the indenture governing the notes would rank senior in right of payment to the notes and the guarantees. If new debt is added to our and our subsidiaries' current debt levels or we incur other obligations that do not constitute debt, the risks described above in the previous risk factor could intensify. The indenture governing the notes does not limit our ability to incur obligations that do not constitute indebtedness (as defined in the indenture). See "Description of certain indebtedness—Credit facilities" and "Description of the exchange notes—Certain covenants—Limitation on indebtedness" for additional information.

Our credit agreement and the indenture governing the notes each contain restrictions that limit our flexibility in operating our business.

        Our credit agreement contains and the indenture governing the notes contains a number of significant covenants that, among other things, restrict our ability to incur additional indebtedness, create liens on our assets, and restrict our ability to engage in sale and leaseback transactions, mergers or acquisitions and make equity investments. Under some circumstances, these restrictive covenants may not allow us the flexibility we need to operate our business in an effective and efficient manner and may prevent us from taking advantage of strategic and financial opportunities that could benefit our business.

        In addition, we are required under our credit agreement to satisfy specified financial ratios and tests. Our ability to comply with those financial ratios and tests may be affected by events beyond our control, and we may not be able to meet those ratios and tests. A breach of any of those covenants could result in a default under our credit agreement and the lenders could elect to declare all amounts borrowed under our credit agreement, together with accrued interest, to be immediately due and payable and could proceed against the collateral securing that indebtedness. Substantially all of our assets are pledged as collateral pursuant to the terms of our credit agreement. In such an event, we could not assure you that we would have sufficient assets to pay amounts due on the notes. See "Description of certain indebtedness—Credit facilities."

        If we fail to comply with the restrictions in the indenture governing the notes or our credit agreement or any other subsequent financing agreements, a default may allow the creditors to

14

accelerate the related indebtedness, as well as any other indebtedness, including the notes, to which a cross-acceleration or cross-default provision applies. In addition, lenders may be able to terminate any commitments they had made to supply us with further funds.

We may be unable to purchase your notes upon a change of control.

        Upon a change of control, as defined in the indenture, subject to certain conditions, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of repurchase. The source of funds for that purchase of notes will be our available cash or cash generated from our subsidiaries' operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available at the time of any change of control to make required repurchases of notes tendered. In addition, the terms of our credit agreement limit our ability to repurchase your notes and provide that certain change of control events constitute an event of default thereunder. Our future debt agreements may contain similar restrictions and provisions. If the holders of the notes exercise their right to require us to repurchase all the notes upon a change of control, the financial effect of this repurchase could cause a default under our other debt, even if the change of control itself would not cause a default. Accordingly, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of our other debt and the notes or that restrictions in our credit agreement and the indenture would not allow such repurchases. In addition, certain corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "change of control" under the indenture. See "Description of the exchange notes—Offer to purchase upon change of control" and "Description of certain indebtedness—Credit facilities" for additional information.

Your right to receive payments on the notes is junior to our existing senior indebtedness and the existing senior indebtedness of the subsidiary guarantors and possibly all of our and their future indebtedness.

        The notes and the subsidiary guarantees will be subordinated in right of payment to the prior payment in full of our and the subsidiary guarantors' respective current and future senior indebtedness, including our and their obligations under our credit agreement. As of December 31, 2005, the notes were subordinated to $183.8 million of senior indebtedness, and $125 million of senior debt would have been available for borrowing under our credit agreement. As a result of the subordination provisions of the notes, in the event of the bankruptcy, liquidation or dissolution of us or any subsidiary guarantor, our assets or the assets of the applicable subsidiary guarantor would be available to pay obligations under the notes and our other senior subordinated obligations only after all payments had been made on our senior indebtedness or the senior indebtedness of the applicable subsidiary guarantor. Sufficient assets may not remain after all of these payments have been made to make any payments on the notes and our other senior subordinated obligations, including payments of interest when due. In addition, all payments on the notes and the subsidiary guarantees will be prohibited in the event of a payment default on our senior indebtedness.

The notes will be unsecured and effectively subordinated to our secured indebtedness.

        The notes will not be secured. If we become insolvent or are liquidated, or if payment under any of our secured debt obligations is accelerated, our secured lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the unsecured notes. As a result, the notes are effectively subordinated to our secured indebtedness to the extent of the value of the assets securing that indebtedness. Therefore, the holders of the notes may recover ratably less than the lenders of our secured debt in the event of our

15

bankruptcy or liquidation. At December 31, 2005, we had $183.8 million of secured debt outstanding, and $125 million of secured debt would have been available for borrowing under our credit agreement.

The notes are effectively subordinated to the claims of the creditors of our subsidiaries that do not guarantee the notes.

        The notes are guaranteed by some, but not all, of our subsidiaries. In the event of an insolvency, liquidation, dissolution, reorganization, or similar proceeding of any of our non-guarantor subsidiaries, any creditors of each of these subsidiaries would be entitled to payment in full from that subsidiary's assets and earnings before such assets and earnings may be distributed to us to service payments on the notes. Since the notes are not obligations of our non-guarantor subsidiaries, our rights to the assets of any of our non-guarantor subsidiaries upon liquidation or reorganization (and consequently the right of the note holders to participate in the distribution of the proceeds from those assets) will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. As of December 31, 2005, the notes would have been effectively subordinated to $56 million of trade payables of our foreign non-guarantor subsidiaries. As of December 31, 2005, we and our guarantor subsidiaries held 65% of our total assets and, for the three month period ended December 31, 2005, produced 62% of our net sales. Although Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC are not currently guarantor subsidiaries, each is a guarantor under our credit agreement. For additional financial information regarding our domestic and foreign subsidiaries, see Note 24 to our audited consolidated financial statements for the fiscal year ended September 30, 2005 and 2004 included elsewhere in this prospectus. See "Description of the exchange notes—Note guarantees."

Federal and state statutes allow courts, under specific circumstances, to void the guarantees and require noteholders to return payments received from us or the guarantors.

        Creditors of any business are protected by fraudulent conveyance laws which differ among various jurisdictions, and these laws may apply to the issuance of the guarantees by our subsidiary guarantors. A guarantee may be voided by a court, or subordinated to the claims of other creditors, if:

•

the guarantee was incurred by a subsidiary guarantor with actual intent to hinder, delay or defraud any present or future creditor of such subsidiary guarantor; or



•

such subsidiary guarantor did not receive fair consideration—or reasonably equivalent value—for issuing the guarantee, and the applicable subsidiary guarantor:



•

was insolvent, or was rendered insolvent by reason of issuing the applicable guarantee;



•

was engaged or about to engage in a business or transaction for which the remaining assets of the applicable subsidiary guarantor constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, indebtedness beyond its ability to pay as such indebtedness matured.

        In addition, any payment by such subsidiary guarantor pursuant to any guarantee could be voided and required to be returned to such subsidiary guarantor, or to a fund for the benefit of the creditors of such subsidiary guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

•

the sum of such subsidiary guarantor's debts, including contingent liabilities, was greater than the fair saleable value of all of such subsidiary guarantor's assets;

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•

the present fair saleable value of such subsidiary guarantor's assets was less than the amount that would be required to pay such subsidiary guarantor's probable liability on existing debts, including contingent liabilities, as they become absolute and mature; or



•

such subsidiary guarantor could not pay debts as they become due.

        Based upon financial and other information, we believe that the guarantees are being incurred for proper purposes and in good faith and that each subsidiary guarantor is solvent and will continue to be solvent after this offering is completed, will have sufficient capital for carrying on its business after such issuance and will be able to pay its indebtedness as such indebtedness matures. We cannot assure you, however, that a court reviewing these matters would agree with us. A legal challenge to a guarantee on fraudulent conveyance grounds may focus on the benefits, if any, realized by the subsidiary guarantors as a result of the issuance of the guarantees.

Your ability to resell the notes may be limited by a number of factors; prices for the notes may be volatile.

        The notes will be a new class of securities for which there currently is no established market, and we cannot assure you that any active or liquid trading market will develop for these notes or the exchange notes, if any. We do not intend to apply for listing of the notes or, if issued, the exchange notes, on any securities exchange or on any automated dealer quotation system. Although we have been informed by each of the initial purchasers of the outstanding notes that such initial purchaser currently intends to make a market in the notes and, if issued, the exchange notes, none of the initial purchasers are obligated to do so and any market-making may be discontinued at any time without notice. See "Plan of distribution." In addition, market-making activity by the initial purchasers may be limited during the pendency of the exchange offer or the effectiveness of the exchange offer registration statement. If a market for the notes were to develop, the notes could trade at prices that may be higher or lower than reflected by their initial offering price, depending on many factors, including among other things:

•

changes in the overall market for high yield securities;



•

changes in our financial performance or prospects;



•

the prospects for companies in our industry generally;



•

the number of holders of the notes;



•

the interest of securities dealers in making a market for the notes; and



•

prevailing interest rates.

        In addition, the market for non-investment grade indebtedness has been historically subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes offered hereby. The market for the notes, if any, may be subject to similar disruptions. Any such disruption could adversely affect the value of your notes.

Risks relating to our business

Unfavorable publicity or consumer perception of our products and any similar products distributed by other companies could have a material adverse effect on our business.

        We believe the nutritional supplement market is highly dependent upon consumer perception regarding the safety, efficacy and quality of nutritional supplements generally, as well as products distributed specifically by us and by other companies. Consumer perception of our products can be significantly influenced by scientific research or findings, national media attention and other publicity regarding the consumption of nutritional supplements. There can be no assurance that future scientific

17

research, findings or publicity will be favorable to the nutritional supplement market or any particular product, or consistent with earlier favorable research, findings or publicity. Future research reports, findings or publicity that are perceived as less favorable or that question such earlier research reports, findings or publicity could have a material adverse effect on the demand for our products and our business, results of operations, financial condition and cash flows. Because of our dependence upon consumer perceptions regarding the safety, efficacy and quality of nutritional supplements in general and our products specifically, adverse scientific research reports, findings or publicity, whether or not accurate, associated with illness or other adverse effects resulting from the consumption of nutritional supplements in general, our products or any similar products distributed by other companies, that questions the safety, efficacy or benefits of our or similar products or that claims that any such products are unsafe or ineffective, could have a material adverse effect on us, the demand for our products, and our business, results of operations, financial condition and cash flows. Such adverse publicity could arise even if the adverse effects associated with such products resulted from consumers' failure to consume such products appropriately or as directed.

Complying with new and existing government regulation, both in the U.S. and abroad, could increase our costs significantly and adversely affect our financial results.

        The processing, formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by several U.S. federal agencies, including the Food and Drug Administration, or FDA, the Federal Trade Commission, or FTC, the Consumer Product Safety Commission, the Department of Agriculture and the Environmental Protection Agency, as well as various state, local and international laws and agencies of the localities in which our products are sold, including the Food Standards Agency and the Department of Health in the United Kingdom and similar regulators in Ireland and the Netherlands. Government regulations may prevent or delay the introduction or require the reformulation of our products. Some agencies, such as the FDA, could require us to remove a particular product from the market, delay or prevent the import of raw materials for the manufacture of our products, or otherwise disrupt the marketing of our products. Any such government actions would result in additional costs to us, including lost revenues from any additional products that we are required to remove from the market, any of which could be material. Any such government actions could also lead to liability, substantial costs and reduced growth prospects. Moreover, there can be no assurance that new laws or regulations imposing more stringent regulatory requirements on the dietary supplement industry will not be enacted or issued.

        The FTC regulates, among other things, sales promotions for dietary supplement products, including promotional offers of savings compared to "regular" prices. The National Advertising Division, or NAD, of the Council of Better Business Bureaus oversees an industry-sponsored self-regulatory system that permits competitors to resolve disputes over advertising claims, including promotions for savings off of regular prices. The NAD has no enforcement authority of its own, but may refer promotions that the NAD views as violating FTC guides or rules to the FTC for further action. On April 6, 2005, we received a letter from the NAD notifying us that the NAD was inquiring about certain product promotions as the result of a competitor's challenge. We participated fully in the NAD inquiry, and the NAD published its decision on August 25, 2005. We do not anticipate that this decision will result in significant changes to our product promotions. If significant changes are required at some time in the future, these changes could have a material adverse effect on our business, results of operations, financial condition and cash flows.

        We are currently subject to FTC consent decrees and a U.S. Postal Service consent order, prohibiting certain advertising claims for certain of our products. Violations of these orders could result in substantial monetary penalties, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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        Additional or more stringent regulations of dietary supplements and other products have been considered from time to time. Such developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements. Any such developments could increase our costs significantly. For example, legislation was pending in Congress in 2004 to impose substantial new regulatory requirements for dietary supplements including adverse event reporting, postmarket surveillance requirements, FDA reviews of dietary supplement ingredients, safety testing and records inspection, and key members of Congress and the dietary supplement industry indicated that they reached an agreement to support legislation requiring adverse event reporting. Legislation was introduced in 2005 to impose a risk/benefit standard for assessing the safety of dietary supplements and to require manufacturers who sell dietary supplements containing stimulants on military installations to report serious adverse events for the products to the FDA. If enacted, such legislation would raise our costs and negatively impact our business. In addition, we expect that the FDA soon will issue final rules on Good Manufacturing Practice creating new requirements for manufacturing, packaging, or holding dietary ingredients and dietary supplements, which will apply to the products we manufacture. We may not be able to comply with the new rules without incurring additional expenses, which could be significant. See "Business—Government regulation" for additional information.

        In Europe, the enactment of legislation that could significantly impact the formulation and marketing of our products is anticipated. For example, in accordance with the Nutritional Supplements Directive, maximum safe levels for vitamin and mineral supplements are likely to be introduced shortly. European legislation regulating food supplements other than vitamins and minerals is also expected to be introduced by 2007. The introduction of these anticipated legislations could require us to reformulate our existing products to meet the new standards and, in some cases, may lead to some products being discontinued.

        It is also anticipated that the Nutrition and Health Claims Regulation will be implemented in 2006. Once enacted, this legislation will harmonize the types of claims that can be made for foodstuffs (including supplements) in Europe. Although this Regulation will assist in making the European market more accessible, it will also introduce a number of prohibitions which will impact the claims that can be made for our products. In particular, certain claims will be prohibited unless certain conditions are met and, in certain circumstances, prior approval of the claims will be required. It is also anticipated that the legislation will prohibit certain claims for general well-being, behavioral functions and weight-loss.

        In addition, an EU Directive governing product safety came into force at the beginning of 2004 and has been or is about to be implemented in the U.K., Ireland and the Netherlands. This legislation requires manufacturers to notify regulators as soon as they know that a product is unsafe and gives regulators in each European member state the power to order a product recall and, if necessary, instigate the product recall themselves. As a result, the number of product recalls in Europe has increased substantially and, as a result, the likelihood that we will be subject to a product recall in Europe has increased. A product recall of any of our products in Europe could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We may be exposed to legal proceedings instigated by regulators abroad which could increase our costs and adversely affect our reputation, turnover and operating income.

        In Europe, non-compliance with relevant legislation can result in regulators bringing administrative or, in some cases, criminal proceedings. In the U.K., it is common for regulators to prosecute retailers and manufacturers for non-compliance with legislation governing foodstuffs and medicines. Failures by us or our subsidiaries to comply with applicable legislation could occur from time to time and

19

prosecution for any such violations could have a material adverse effect on our business, results of operations, financial condition and cash flows. See "Business—Government regulation."

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues and operating income.

        As a retailer, marketer and manufacturer of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as foods or dietary supplements and in most cases are not necessarily subject to pre-market regulatory approval in the U.S. Our products could contain contaminated substances, and some of our products contain innovative ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, some of the products we sell are produced by third-party manufacturers. As a marketer of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture. We have been in the past, and may in the future, be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. For example, we have been named in certain pending cases involving the sale of certain nutrition bars, products that contain certain Prohormone ingredients and our sales of products containing ephedra. See "Business—Legal proceedings." A product liability claim against us could result in increased costs and could adversely affect our reputation with our customers, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Insurance coverage, even where available, may not be sufficient to cover losses we may incur.

        Our business exposes us to the risk of liabilities arising out of our operations. For example, we may be liable for claims brought by users of our products or by employees, customers or other third parties for personal injury or property damage occurring in the course of our operations. We seek to minimize these risks through various insurance contracts from third-party insurance carriers. However, our insurance coverage is subject to large individual claim deductibles, individual claim and aggregate policy limits, and other terms and conditions. We retain an insurance risk for the deductible portion of each claim and for any gaps in insurance coverage. We do not view insurance, by itself, as a material mitigant to these business risks.

        Our estimate of retained-insurance liabilities is subject to change as new events or circumstances develop that might materially impact the ultimate cost to settle these losses. We cannot assure you that our insurance will be sufficient to cover our losses. Any losses that are not completely covered by our insurance could have a material adverse effect on our business, results of operations, financial condition and cash flows.

The insurance industry has become more selective in offering some types of coverage and we may not be able to obtain insurance coverage in the future.

        The insurance industry has become more selective in offering some types of insurance, such as product liability, product recall, property and directors and officers' liability insurance. We were able to obtain these insurance coverages through July 1, 2006 and our current insurance program is consistent with both our past level of coverage and our risk management policies. However, we cannot assure you that we will be able to obtain comparable insurance coverage at favorable terms, or at all, in the future.

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If we experience product recalls, we may incur significant and unexpected costs, and our business reputation could be adversely affected.

        We may be exposed to product recalls and adverse public relations if our products are alleged to cause injury or illness or if we are alleged to have violated governmental regulations. A product recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands and lead to decreased demand for our products. Product recalls may also lead to increased scrutiny by federal, state or international regulatory agencies of our operations and increased litigation and could have a have a material adverse effect on our business, results of operations, financial condition and cash flows. See "—Complying with new and existing government regulation, both in the U.S. and abroad, could increase our costs significantly and adversely affect our financial results."

Our operations in international markets expose us to certain risks.

        We may experience difficulty entering new international markets due to greater regulatory barriers, the necessity of adapting to new regulatory systems and problems related to entering new markets with different cultural bases and political systems. As of September 30, 2005, we had 713 retail stores outside of the U.S. as well as significant wholesale sales outside of the U.S. For fiscal 2005, approximately 34% of our net sales were generated in international markets. In addition, approximately 50% of Solgar's net sales for the twelve months ended December 31, 2004 were generated outside of the U.S. These international operations expose us to certain risks, including, among other things:

•

changes in or interpretations of foreign regulations that may limit our ability to sell certain products or repatriate profits to the U.S.;



•

exposure to currency fluctuations;



•

potential imposition of trade or foreign exchange restrictions or increased tariffs;



•

difficulty in collecting international accounts receivable;



•

potentially longer payment cycles;



•

difficulties in enforcement of contractual obligations and intellectual property rights;



•

national and regional labor strikes;



•

increased costs in maintaining international manufacturing and marketing efforts;



•

geographic time zone, language and cultural differences between personnel in different areas of the world; and



•

political instability.

        As we continue to expand our international operations, these and other risks associated with international operations are likely to increase. See "Business—Our strategy" and "Business—Government regulation."

We may not be successful in our future acquisition endeavors, if any, which may have an adverse effect on our business and results of operations.

        We have historically engaged in substantial acquisition activity. We may be unable to identify suitable targets, opportunistic or otherwise, for acquisitions in the future. If we identify a suitable acquisition candidate, our ability to successfully implement the acquisitions would depend on a variety of factors including our ability to obtain financing on acceptable terms and to comply with the restrictions contained in our debt agreements. If we need to obtain our lenders' consent to an

21

acquisition, they may condition their consent on our compliance with additional restrictive covenants that may limit our operating flexibility. Acquisitions involve risks, including those associated with integrating the operations, financial reporting, disparate technologies and personnel of acquired companies; managing geographically dispersed operations; the diversion of management's attention from other business concerns; the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; unknown risks; and the potential loss of key employees, customers and strategic partners of acquired companies. We may not successfully integrate any businesses or technologies we may acquire in the future and may not achieve anticipated operating efficiencies and effective coordination of sales and marketing and financial reporting benefits as well as revenue and cost benefits. Acquisitions may be expensive, time consuming and may strain our resources. Acquisitions may negatively impact our results of operations as a result of, among other things, the incurrence of debt.

We are dependent on our executive officers and other key personnel, and we may not be able to pursue our current business strategy effectively if we lose them.

        Our continued success will largely depend on the efforts and abilities of our executive officers and certain other key employees. Our ability to manage our operations and meet our business objectives could be adversely affected if, for any reason, such officers or employees do not remain with us. See "Management."

Two of our customers account for a substantial portion of our revenue, and the loss of one or both of these customers would have a material adverse effect on our results of operations and reduce our ability to service our debt obligations.

        Two of the customers of our Wholesale/US Nutrition segment accounted for, individually, more than 10% of that segment's sales in fiscal 2005. One of those customers accounted for 10% of our Wholesale/US Nutrition segment's total gross accounts receivable as of September 30, 2005. We do not have long-term contracts with either customer. One of these customers is primarily a supplier to the other customer; therefore, changes in our business relationship with either customer would likely result in the loss of most of the net sales to both customers. While no one customer represented individually more than 10% of our consolidated net sales or total gross accounts receivable, the loss of either one of these customers would have a material adverse effect on our Wholesale/US Nutrition segment if we were unable to replace such customer(s). In addition, our results of operations and ability to service our debt obligations would be negatively impacted to the extent that one or both of the customers are unable to make payments or do not make timely payments on outstanding accounts receivables.

We are dependent on certain third-party suppliers.

        We purchase from third-party suppliers certain important ingredients and raw materials. The principal raw materials required in our operations are vitamins, minerals, herbs, gelatin and packaging components. We purchase the majority of our vitamins, minerals and herbs from bulk manufacturers and distributors in the U.S., Japan, China and Europe. Although raw materials are available from numerous sources, an unexpected interruption of supply or material increases in the price of raw materials, for any reason, such as regulatory requirements, import restrictions, loss of certifications, power interruptions, fires, hurricanes, war or other events could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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We rely on our manufacturing operations to produce the vast majority of the nutritional supplements that we sell, and disruptions in our manufacturing system or losses of manufacturing certifications could adversely affect our results of operations.

        We manufacture the vast majority of the nutritional supplements that we sell. We currently have manufacturing facilities in New York, California, Florida, New Jersey, Pennsylvania, Georgia and Canada. All of our domestic manufacturing operations are subject to Good Manufacturing Practice regulations, or GMPs, promulgated by the FDA and other applicable regulatory standards. Any significant disruption in our operations at any of these facilities, including any disruption due to any regulatory requirement, could affect our ability to respond quickly to changes in consumer demand and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We operate in a highly competitive industry, and our failure to compete effectively could adversely affect our market share, financial condition and growth prospects.

        The vitamin and nutritional supplements industry is a large and growing industry, which is highly fragmented in terms of both geographical market coverage and product categories. The market for vitamins and other nutritional supplements is highly competitive in all of our channels of distribution. We compete with companies which may have broader product lines and/or larger sales volumes than us and our products also compete with nationally advertised brand name products. Most of the national brand companies have resources greater than our resources. Numerous companies compete with us in the development, manufacture and marketing of vitamins and nutritional supplements worldwide. In addition, our North America and European Retail stores compete with specialty vitamin stores, health food stores and other retail stores worldwide. With respect to mail order sales, we compete with a large number of smaller, usually less geographically diverse, mail order and Internet companies, some of which manufacture their own products and some of which sell products manufactured by others. The market is highly sensitive to the introduction of new products which may rapidly capture a significant share of the market. Increased competition from companies that distribute through the wholesale channel could have a material adverse effect on our business, results of operations, financial condition and cash flows as these competitors may have greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities far greater than ours. See "Business—Competition; customers."

        We may not be able to compete effectively in one or all of our markets, and our attempt to do so may require us to reduce our prices, which may result in lower margins. Failure to effectively compete could have a material adverse effect on our market share, business, results of operations, financial condition, cash flows and growth prospects.

Our failure to appropriately respond to changing consumer preferences and demand for new products and services could significantly harm our customer relationships and product sales.

        The nutritional supplement industry is characterized by rapid and frequent changes in demand for products and new product introductions. Our failure to accurately predict these trends could negatively impact consumer opinion of us as a source for the latest products, which in turn could harm our customer relationship and cause decreases in our net sales. The success of our new product offerings depends upon a number of factors, including our ability to:

•

accurately anticipate customer needs;



•

innovate and develop new products;



•

successfully commercialize new products in a timely manner;



•

price our products competitively;

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•

manufacture and deliver our products in sufficient volumes and in a timely manner; and



•

differentiate our product offerings from those of our competitors.

        If we do not introduce new products or make enhancements to meet the changing need of our customers in a timely manner, some of our products could be rendered obsolete, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We are subject to war, sabotage and terrorism risk.

        War, sabotage and terrorist attacks or any similar risk may affect our operations in unpredictable ways, including disruptions of the shopping and commercial behavior of our customers, changes in the insurance markets and disruptions of fuel supplies and markets, particularly oil. War and risk of war also have an adverse effect on the economy. Instability in the financial markets as a result of war, sabotage or terrorism could adversely affect our ability to raise capital, as well as adversely affect the retail and vitamin and dietary supplement industries and restrict their future growth.

We may be adversely affected by increased utility and fuel costs.

        Increasing fuel costs may adversely affect our results of operations in that consumer traffic to our retail locations may be reduced and the costs of our sales may increase as we incur fuel costs in connection with our manufacturing operations and the transportation of goods from our warehouse and distribution facilities to stores. Also, high oil costs can affect the cost of all raw materials and components and the competitive environment in which we operate may limit our ability to recover higher costs resulting from rising fuel prices.

Our profits may be negatively affected by currency exchange rate fluctuations.

        Our assets, earnings and cash flows are influenced by currency fluctuations due to the geographic diversity of our sales and the countries in which we operate, which may have a significant impact on our financial results. For the fiscal year ended September 30, 2005, 34% of our sales were denominated in a currency other than the U.S. dollar, and as of September 30, 2005, 26% of our assets and 10% of our total liabilities were denominated in a currency other than the U.S. dollar. As of September 30, 2005, we had not entered into any hedging arrangements to mitigate our exposure to foreign currency exchange rate risk.

Our inability to protect our intellectual property rights could adversely affect our business.

        We own trademarks registered with the U.S. Patent and Trademark Office and many foreign jurisdictions for our Nature's Bounty®, Vitamin World®, Puritan's Pride®, Rexall®, Sundown®, Solgar®, MET-Rx®, WORLDWIDE Sport Nutrition®, American Health® trademarks, among others, and with the appropriate U.K., Dutch and Canadian authorities for our Holland & Barrett, GNC (UK), Nature's Way, De Tuinen, Le Naturiste and SISU trademarks, among others, and have rights to use other names essential to our business. Our policy is to pursue registrations for all trademarks associated with our key products. U.S. registered trademarks have a perpetual life, as long as they are renewed on a timely basis and used properly as trademarks, subject to the rights of third parties to seek cancellation of the trademarks if they claim priority or confusion of usage. We regard our trademarks and other proprietary rights as valuable assets and believe they have significant value in the marketing of our products. We vigorously protect our trademarks against infringement. Our products are generally not subject to patent protection. There can be no assurance that, to the extent we do not have patents or trademarks on our products, another company will not replicate one or more of our products. Further, there can be no assurance that in those foreign jurisdictions in which we conduct business the protection available to the us will be as extensive as the protection available to us in the U.S. See "Business—Trademarks."

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Intellectual property litigation and infringement claims against us could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products, which could adversely affect our revenues and market share.

        We may be subject to intellectual property litigation and infringement claims, which could cause us to incur significant expenses or prevent us from manufacturing, selling or using some aspect of our products. Claims of intellectual property infringement also may require us to enter into costly royalty or license agreements. However, we may be unable to obtain royalty or license agreements on terms acceptable to us or at all. Claims that our technology or products infringe on intellectual property rights could be costly and would divert the attention of management and key personnel, which in turn could have a material adverse effect on our business, results of operations, financial condition and cash flows.

25

THE EXCHANGE OFFER

Purpose and effect of the exchange offer

        We sold the outstanding notes on September 23, 2005, to J.P. Morgan Securities Inc., Adams Harkness, Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets Corporation, or, collectively, the initial purchasers. In connection with the issuance of the outstanding notes, we and our subsidiary guarantors entered into a registration rights agreement with the initial purchasers of the outstanding notes. The registration rights agreement requires us to register the exchange notes under the federal securities laws and offer to exchange the exchange notes for the outstanding notes. The exchange notes will be issued without a restrictive legend and generally may be resold without registration under the federal securities laws. We are effecting the exchange offer to comply with the registration rights agreement. The registration rights agreement requires us and our subsidiary guarantors to:

•

file a registration statement, enabling holders of our outstanding notes to exchange their outstanding notes for publicly registered exchange notes with substantially identical terms;



•

use our reasonable best efforts to consummate the exchange offer within 210 days after the issue date of the outstanding notes; and



•

file a shelf registration statement for the resale of outstanding notes if we cannot effect an exchange offer within the time period listed above and in certain other circumstances.

        If we fail to satisfy our exchange obligations under the registration rights agreement, we must pay liquidated damages of 0.25% per annum for each $1,000 principal amount of outstanding notes. These liquidated damages increase by approximately 0.25% per annum for each $1,000 principal amount of outstanding notes, up to a maximum amount of 1% per annum, for each 90-day period during which the exchange notes are not issued.

        We are not making this exchange offer to, and we will not accept tenders for exchange from, holders of outstanding notes in any jurisdiction where the exchange offer or the acceptance of outstanding notes would violate the securities or blue sky laws of that jurisdiction.

        This summary includes only the material terms of the registration rights agreement. For a full description, you should refer to the complete copy of the registration rights agreement, which has been incorporated by reference from our Form 8-K filed on September 27, 2005. See "Where you can find more information."

Transferability of the exchange notes

        Based on an interpretation of the Securities Act by the staff of the SEC in several no-action letters issued to third parties unrelated to us, we believe that you, or any other person receiving exchange notes, may offer for resale, resell or otherwise transfer such exchange notes without complying with the registration and prospectus delivery requirements of the federal securities laws, if:

•

you, or the person or entity receiving such exchange notes, is acquiring such exchange notes in the ordinary course of your or such person's or entity's respective businesses;



•

neither you nor any such person or entity is engaging in or intends to engage in a distribution of the exchange notes within the meaning of the federal securities laws;



•

neither you nor any such person or entity has an arrangement or understanding with any person or entity to participate in any distribution of the exchange notes;



•

neither you nor any such person or entity is an "affiliate" of us or the guarantors, as such term is defined under Rule 405 under the Securities Act; and

26

•

you are not acting on behalf of any person or entity who could not truthfully make these statements.

        To participate in the exchange offer, you must represent, as the holder of outstanding notes, that each of these statements is true.

        Any holder of outstanding notes who is our affiliate or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

•

will not be able to rely on the interpretation of the staff of the SEC set forth in the no-action letters described above; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding notes, unless the sale or transfer is made pursuant to an exemption from those requirements.

        Broker-dealers receiving exchange notes in exchange for outstanding notes acquired for their own account through market-making or other trading activities may not rely on this interpretation by the SEC. Such broker-dealers may be deemed to be "underwriters" within the meaning of the Securities Act and must therefore acknowledge, by signing the letter of transmittal, that they will deliver a prospectus meeting the requirements of the Securities Act in connection with resale of the exchange notes. The letter of transmittal states that by acknowledging that a broker-dealer will deliver, and by delivering, a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes, other than a resale of an unsold allotment from the original sale of the outstanding notes, with the prospectus contained in the exchange offer registration statement. We have agreed to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of the exchange notes. See "Plan of distribution."

        We do not intend to seek our own no-action letter. We cannot assure you that the staff of the SEC would make a similar determination about the exchange notes as it has in these no-action letters to third parties.

        After the exchange offer expires, holders of outstanding notes will not have any further registration rights. This means that outstanding notes that are not exchanged will continue to be subject to restrictions on transfer. In some limited circumstances, however, the registration rights agreement may require us to file a registration statement to permit resales of the outstanding notes. If you do not exchange your outstanding notes in the exchange offer, you may be subject to the risk described in "Risk Factors—Risk related to the exchange offer."

        The transfer restrictions and registration rights relating to the outstanding notes do not apply to the exchange notes because we will issue the exchange notes in a transaction registered under the Securities Act.

Terms of the exchange offer; Acceptance of tendered notes

        Upon the terms and subject to the conditions in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on                        , 2006. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their notes pursuant to the exchange offer. However, outstanding notes may be tendered only in integral multiples of $1,000 in principal amount.

27

        The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that:

•

the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer; and



•

the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, including the provisions for an increase in the interest rate on the outstanding notes in some circumstances relating to the timing of the exchange offer.

        The exchange notes will evidence the same debt as the outstanding notes. Holders of exchange notes will be entitled to the benefits of the indenture pursuant to which the outstanding notes were issued.

        We have fixed                        , 2006 as the date on which this prospectus and the letter of transmittal will be mailed initially. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act of 1934, as amended, or Exchange Act, and the rules and regulations of the SEC under the Exchange Act.

        We shall be deemed to have accepted validly tendered outstanding notes when and if we have given oral or written notice to the exchange agent of our acceptance. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered notes are not accepted for exchange because of an invalid tender, the occurrence of other events described in this prospectus or otherwise, we will return the certificates for any unaccepted notes, at our expense, to the tendering holder as promptly as practicable after the expiration of the exchange offer.

        Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees with respect to the exchange of notes. Tendering holders will also not be required to pay transfer taxes in the exchange offer. We will pay all charges and expenses in connection with the exchange offer as described under the subheading "—Solicitation of tenders; fees and expenses." However, we will not pay any taxes incurred in connection with a holder's request to have exchange notes or non-exchanged notes issued in the name of a person other than the registered holder. See "—Transfer taxes" in this section below.

Expiration Date; Extensions; Amendment

        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2006, or the Expiration Date, unless we extend the exchange offer. To extend the exchange offer, we will notify the exchange agent and each registered holder of any extension before 9:00 a.m. New York City time, on the next business day after the previously scheduled Expiration Date. We reserve the right to extend the exchange offer, delay accepting any tendered notes or, if any of the conditions described below under the heading "—Conditions to the exchange offer" have not been satisfied, to terminate the exchange offer. We also reserve the right to amend the terms of the exchange offer in any manner. We will give oral or written notice of such delay, extension, termination or amendment to the exchange agent.

Interest on the exchange notes

        The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes or, if no interest has been paid, from September 23, 2005. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.

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        Interest on the exchange notes is payable semi-annually on each April 1 and October 1 of each year, beginning on April 1, 2006.

Procedures for tendering outstanding notes

        Only a holder of outstanding notes may tender notes in the exchange offer. To tender in the exchange offer, you must:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal;



•

have the signatures guaranteed if such guarantee is required by the letter of transmittal; and



•

mail or otherwise deliver the letter of transmittal or such facsimile, together with the outstanding notes and any other required documents, to the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date.

        To tender outstanding notes, you must complete the letter of transmittal and other required documents and the exchange agent must receive all the documents prior to 5:00 p.m., New York City time, on the Expiration Date. Delivery of the outstanding notes may be made by book-entry transfer in accordance with the procedures described below. The exchange agent must receive confirmation of book-entry transfer prior to the Expiration Date.

        By executing the letter of transmittal, you will make to us the representations set forth in the first paragraph under the heading "—Transferability of the exchange notes."

        All tenders not withdrawn before the Expiration Date and the acceptance of the tender by us will constitute agreement between you and us under the terms and subject to the conditions in this prospectus and in the letter of transmittal including an agreement to deliver good and marketable title to all tendered notes prior to the Expiration Date free and clear of all liens, charges, claims, encumbrances, adverse claims and rights and restrictions of any kind.

The method of delivery of outstanding notes and the letter of transmittal and all other required documents to the exchange agent is at the election and sole risk of the holder. Instead of delivery by mail, you should use an overnight or hand delivery service. In all cases, you should allow for sufficient time to ensure delivery to the exchange agent before the expiration of the exchange offer. You may request your broker, dealer, commercial bank, trust company or nominee to effect these transactions for you. You should not send any note, letter of transmittal or other required document to us.

        If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you desire to tender them, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. See "Instruction to Registered Holder" included with the letter of transmittal.

        The exchange of outstanding notes will be made only after timely receipt by the exchange agent of certificates for outstanding notes, a letter of transmittal and all other required documents, or timely completion of a book-entry transfer. If any tendered notes are not accepted for any reason or if outstanding notes are submitted for a greater principal amount than the holder desires to exchange, the exchange agent will return such unaccepted or non-exchanged notes to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of outstanding notes tendered by book-entry transfer, the exchange agent will credit the non-exchanged notes to an account maintained with The Depository Trust Company.

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Guarantees

        Holders must obtain a guarantee of all signatures on a letter of transmittal or a notice of withdrawal unless the outstanding notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an "eligible guarantor institution."

Signature guarantees must be made by a member of or participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, the Stock Exchange Medallion Program, or by an "eligible guarantor institution" within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act (namely, banks; brokers and dealers; credit unions; national securities exchanges; registered securities associations; learning agencies; and savings associations).

Signature on the letter of transmittal; Bond powers and endorsements

        If the letter of transmittal is signed by a person other than the registered holder of the outstanding notes, the registered holder must endorse the outstanding notes or provide a properly completed bond power. Any such endorsement or bond power must be signed by the registered holder as that registered holder's name appears on the outstanding notes. Signatures on such outstanding notes and bond powers must be guaranteed by an "eligible guarantor institution."

        If you sign the letter of transmittal or any outstanding notes or bond power as a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, fiduciary or in any other representative capacity, you must so indicate when signing. You must submit satisfactory evidence to the exchange agent of your authority to act in such capacity.

Book-entry transfer

        We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the outstanding notes at the book-entry transfer facility, The Depository Trust Company, for the purpose of facilitating the exchange offer. Subject to the establishment of the accounts, any financial institution that is a participant in DTC's system may make book-entry delivery of outstanding notes by causing DTC to transfer the notes into the exchange agent's account in accordance with DTC's procedures for such transfer. However, although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal (or a manually signed facsimile of the letter of transmittal) with any required signature guarantees, or an "agent's message" in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent, or the guaranteed delivery procedures set forth below must be complied with, in each case, prior to the Expiration Date. Delivery of documents to DTC does not constitute delivery to the exchange agent.

        The exchange agent and DTC have confirmed that the exchange offer is eligible for the DTC Automated Tender Offer Program. Accordingly, the DTC participants may electronically transmit their acceptance of the exchange offer by causing the DTC to transfer outstanding notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. Upon receipt of such holder's acceptance through the Automated Tender Offer Program, DTC will edit and verify the acceptance and send an "agent's message" to the exchange agent for its acceptance. Delivery of tendered notes must be made to the exchange agent pursuant to the book-entry delivery procedures set forth above, or the tendering DTC participant must comply with the guaranteed delivery procedures set forth below.

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        The term "agent's message" means a message transmitted by DTC, and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that:

•

DTC has received an express acknowledgment from the participant in DTC tendering notes subject to the book-entry confirmation;



•

the participant has received and agrees to be bound by the terms of the letter of transmittal; and



•

we may enforce such agreement against such participant.

        In the case of an agent's message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent, which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that such participant has received and agrees to be bound by the notice of guaranteed delivery.

Determination of valid tenders; Our rights under the exchange offer

        All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered notes will be determined by us in our sole discretion, which determination will be final and binding on all parties. We expressly reserve the absolute right, in our sole discretion, to reject any or all outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right in our sole discretion to waive or amend any conditions of the exchange offer or to waive any defects or irregularities of tender for any particular note, whether or not similar defects or irregularities are waived in the case of other notes. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. No alternative, conditional or contingent tenders will be accepted. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured by the tendering holder within such time as we determine.

        Although we intend to notify holders of defects or irregularities in tenders of outstanding notes, neither we, the exchange agent or any other person is under any duty to give notification of defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification. Holders will be deemed to have tendered outstanding notes only when such defects or irregularities have been cured or waived. The exchange agent will return to the tendering holder, after the expiration of the exchange offer, any outstanding notes that are not properly tendered and as to which the defects have not been cured or waived.

Guaranteed delivery procedures

        If you desire to tender outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit your letter of transmittal, certificates representing such outstanding notes and all other required documents to reach the exchange agent on or prior to the Expiration Date, or (3) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed on or prior to the Expiration Date, you may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the Expiration Date if all the following conditions are satisfied:

•

you must effect your tender through an "eligible guarantor institution," which is defined above under the heading "—Guarantee of signatures;"



•

a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us herewith, or an agent's message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the Expiration Date as provided below; and

31

•

the certificates for the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agent account at DTC as described above), together with a letter of transmittal (or a manually signed facsimile of the letter of transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agent's message, are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the date of execution of the notice of guaranteed delivery.

        The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.

Withdrawal rights

        Except as otherwise provided in this prospectus, you may withdraw tendered notes at any time before 5:00 p.m., New York City time, on                        , 2006. For a withdrawal of tendered notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the exchange agent on or prior to the expiration of the exchange offer. For DTC participants, a written notice of withdrawal may be made by electronic transmission through DTC's Automated Tender Offer Program. Any notice of withdrawal must:

•

specify the name of the person having tendered the notes to be withdrawn;



•

identify the notes to be withdrawn, including the certificate number(s) and principal amount of such notes, or, in the case of notes transferred by book-entry transfer, the name and number of the account at DTC;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which such notes were tendered, with any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee with respect to the notes register the transfer of such notes into the name of the person withdrawing the tender and a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder; and



•

specify the name in which any such notes are to be registered, if different from that of the registered holder.

Any permitted withdrawal of notes may not be rescinded. Any notes properly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the exchange offer. The exchange agent will return any withdrawn notes without cost to the holder promptly after withdrawal of the notes. Holders may retender properly withdrawn notes at any time before the expiration of the exchange offer by following one of the procedures described above under the heading "—Procedures for tendering outstanding notes."

Conditions to the exchange offer

        Notwithstanding any other term of the exchange offer, we shall not be required to accept for exchange, or issue any exchange notes for, any outstanding notes, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of the outstanding notes, if we determine that the exchange offer violates any law, statute, rule, regulation or interpretation by the staff of the SEC or any order of any governmental agency or court of competent jurisdiction.

        These conditions are for the sole benefit of us and the guarantors of the outstanding notes and may be asserted or waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure to exercise any of these rights at any time will not be deemed a waiver of such

32

rights and each of such rights shall be deemed an ongoing right which may be asserted by us at any time and from time to time.

        In addition, we will accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at any time any stop order is threatened or issued with respect to the registration statement for the exchange offer and the exchange notes or the qualification of the indenture under the Trust Indenture Act of 1939. In any such event, we must use our respective best efforts to obtain the withdrawal or lifting of any stop order at the earliest possible moment.

Effect of not tendering

        To the extent outstanding notes are tendered and accepted in the exchange offer, the principal amount of outstanding notes will be reduced by the amount so tendered and a holder's ability to sell untendered outstanding notes could be adversely affected. In addition, after the completion of the exchange offer, the outstanding notes will remain subject to restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. The holders of outstanding notes not tendered will have no further registration rights, except for the limited registration rights described above under the heading "—Purpose of the exchange offer." See also "Risk factors—Risk relating to the exchange offer."

        Accordingly, the outstanding notes not tendered may be resold only:

•

to us or our subsidiaries;



•

pursuant to a registration statement which has been declared effective under the Securities Act;



•

for so long as the outstanding notes are eligible for resale pursuant to Rule 144A under the Securities Act to a person the seller reasonably believes is a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A; or



•

pursuant to any other available exemption from the registration requirements of the Securities Act (in which case we and the trustee under the indenture shall have the right to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to us and the trustee), subject in each of the foregoing cases to any requirements of law that the disposition of the seller's property or the property of such investor account or accounts be at all times within its or their control and in compliance with any applicable state securities laws.

        Upon completion of the exchange offer, due to the restrictions on transfer of the outstanding notes and the absence of such restrictions applicable to the exchange notes, it is likely that the market, if any, for outstanding notes will be relatively less liquid than the market for exchange notes. Consequently, holders of outstanding notes who do not participate in the exchange offer could experience significant diminution in the value of their outstanding notes, compared to the value of the exchange notes.

Regulatory approvals

        Other than the federal securities laws, there are no federal or state regulatory requirements that we must comply with to consummate the exchange offer.

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Solicitation of tenders; Fees and expenses

        We will bear the expenses of soliciting tenders. We are mailing you this solicitation. However, our officers and regular employees and those of our affiliates may make additional solicitation by telegraph, telecopy, telephone or in person.

        We have not retained any dealer-manager in connection with the exchange offer. We will not make any payments to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we may pay the exchange agent reasonable and customary fees for its services and may reimburse it for its reasonable out-of-pocket expenses.

        We will pay the cash expenses incurred in connection with the exchange offer. These expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

Accounting treatment

        The exchange notes will be recorded at the same carrying value as the outstanding notes. The carrying value is face value. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the exchange notes.

Transfer taxes

        We will pay all transfer taxes, if any, required to be paid by us in connection with the exchange of the outstanding notes for the exchange notes. However, holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted for exchange be returned to, a person other than the registered holder will be responsible for the payment of any transfer tax arising from such transfer.

Exchange agent

        We have appointed The Bank of New York as the exchange agent for the exchange offer. You should send all executed letters of transmittal and you should direct all questions and requests for help and all requests for copies of this prospectus, the letter of transmittal and notices of guaranteed delivery to the exchange agent at one of the following addresses:

By Mail, Hand or Overnight Delivery:

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Trust Administration

By Facsimile: (212) 815-5707

For Information or Confirmation by Telephone: 800-934-6802.

        Delivery to an address or location that is not shown above is not valid delivery.

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will pay all expenses in connection with the exchange offer.

        The net proceeds from our sale of the outstanding notes on September 23, 2005 were approximately $194.7 million, of which $39.9 million were invested in auction rate securities which were liquidated upon redemption of the 8⁵/8% senior subordinated notes. We used net proceeds from the sale to: (i) repay $44.7 million of indebtedness outstanding under the term loan portion of our credit agreement and (ii) repurchase all of our issued and outstanding 8⁵/8% senior subordinated notes due 2007 pursuant to the 8⁵/8% senior subordinated notes tender and redemption. See "Prospectus summary—Recent developments."

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2005. Since the exchange offer will involve an exchange of outstanding securities, it will not have an effect on our capitalization.

        The information in the following table should be read in conjunction with "Management's discussion and analysis of financial condition and results of operations" and our financial statements, including the notes thereto, appearing elsewhere in this prospectus.

				As of December 31, 2005
				(Dollars in thousands)
Cash and cash equivalents				$	69,858
Long-term debt, including current portion:
	Senior secured debt
		Revolving credit facility(1)		$	—
		Term loan A			75,419
		Term loan C			92,811
		Mortgages			15,612
			Total senior secured debt		183,842
	71/8% Senior subordinated notes due 2015 offered hereby, net of discount				198,268
			Total long-term debt, including current portion		382,110
Stockholders' equity
	Common stock				537
	Capital in excess of par				138,690
	Retained earnings				582,195
	Accumulated other comprehensive income				12,516
	Total stockholders' equity				733,938
Total capitalization				$	1,116,048

(1)

As of December 31, 2005, additional borrowings of $125 million were available for general corporate purposes under the revolving portion of our credit facilities.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        The following selected historical consolidated financial and operating data for the fiscal years ended and as of September 30, 2001, 2002, 2003, 2004 and 2005 are derived from our audited consolidated financial statements, including the notes thereto. The consolidated statements of income data for each of the years in the three-year period ended September 30, 2005 and the consolidated balance sheet data as of September 30, 2004 and 2005 are derived from our audited consolidated financial statements, including the notes thereto, appearing elsewhere in this prospectus. The following selected historical consolidated financial and operating data for the three months ended and as of December 31, 2004 and 2005 are derived from our interim unaudited condensed consolidated financial statements, including the notes thereto, appearing elsewhere in this prospectus. The unaudited information has been prepared on a basis consistent with our audited consolidated financial statements and includes all adjustments, consisting of normal recurring adjustments, which, in our opinion, are necessary for the fair presentation of the information presented in those financial statements. Operating results for the three months ended December 31, 2005 are not necessarily indicative of the results that may be expected for a full year. You should read this table in conjunction with "Management's discussion and analysis of financial condition and results of operations" and our financial statements, including the notes thereto, appearing elsewhere in this prospectus.

		Fiscal years ended September 30,															Three months ended December 31,
		2001			2002			2003			2004			2005			2004			2005
		(Dollars in thousands)
Statement of income data:(1)
Net sales		$	806,898		$	964,083		$	1,192,548		$	1,652,031		$	1,737,187		$	420,269		$	455,270
Costs and expenses:
	Cost of sales		355,167			433,611			554,804			822,412			895,644			211,954			245,949
	Discontinued product charge		—			—			4,500			—			—			—			—
	Advertising, promotion and catalog		49,410			47,846			66,455			85,238			108,005			20,783			25,160
	Selling, general and administrative		315,228			348,334			435,748			554,838			588,166			138,402			145,655
	Litigation recovery of raw material costs		—			(21,354	)		—			—			—			—			—
	Goodwill impairment		—			—			—			—			7,686	(2)		—			—
			719,805			808,437			1,061,507			1,462,488			1,599,501			371,139			416,764
Income from operations			87,093			155,646			131,041			189,543			137,686			49,130			38,506
Other income (expense):
Interest expense			(21,958	)		(18,499	)		(17,384	)		(24,663	)		(26,475	)		(5,692	)		(8,992	)
Bond investment write down			—			—			(4,084	)		—			—			—			—
Miscellaneous, net			2,748			1,560			5,424			4,125			8,051			1,991			1,149
			(19,210	)		(16,939	)		(16,044	)		(20,538	)		(18,424	)		(3,701	)		(7,843	)
Income before provision for income taxes			67,883			138,707			114,997			169,005			119,262			45,429			30,663
Provision for income taxes			25,958			42,916			33,412			57,156			41,125			15,536			7,743
Net income		$	41,925		$	95,791		$	81,585		$	111,849		$	78,137		$	29,893		$	22,920
Balance sheet data (at end of period):(1)
Working capital		$	131,108		$	185,710		$	311,865		$	359,847		$	475,728		$	402,455		$	456,001
Cash and cash equivalents			34,434			26,229			49,349			21,751			67,282			53,800			69,858
Total assets			708,462			730,140			1,195,782			1,232,653			1,482,302			1,289,465			1,367,728
Total debt, including capital leases			272,147			186,918			426,830			309,736			509,126			308,069			382,110
Stockholders' equity			302,406			419,257			514,799			639,798			716,055			682,481			733,938
Other financial data:
Interest expense		$	21,958		$	18,499		$	17,384		$	24,663		$	26,475		$	5,692		$	8,992
Depreciation and amortization			44,946			42,192			46,884			61,680			58,283			14,615			14,144
Capital expenditures			37,197			21,489			37,510			42,700			71,516			11,346			9,488
Rent			62,811			68,766			84,354			100,619			108,232			26,564			27,203
Adjusted EBITDA(3)			134,787			199,398			179,265			255,348			215,224			65,736			55,924
Cash flows provided by operating activities			63,267			105,087			111,532			119,936			85,848			36,903			99,612
Cash flows (used in)/provided by investing activities			(106,134	)		(31,776	)		(323,285	)		(37,477	)		(250,541	)		(5,530	)		31,811
Cash flows provided by/(used in) financing activities			45,627			(83,454	)		233,435			(115,719	)		210,333			(1,711	)		(127,187	)
Selected ratios:
Ratio of Adjusted EBITDA to interest expense			6.1	x		10.8	x		10.3	x		10.4	x		8.1	x		—			—
Ratio of total debt to Adjusted EBITDA			2.0	x		0.9	x		2.4	x		1.2	x		2.4	x		—			—
Ratio of earnings to fixed charges(4)			2.6	x		4.4	x		3.5	x		3.9	x		2.9	x		4.1	x		2.7	x

(1)

During the periods presented, we have made a number of significant acquisitions. The timing of those acquisitions and the changing mix of business as acquired companies are integrated into our operations may affect the comparability of results from one period to another. See "Management's discussion and analysis of financial condition and results of operations".

37

(2)

As a result of our impairment test, it was determined that the North American Retail goodwill's carrying value exceeded its fair value, as calculated by an independent valuation specialist, and therefore, in accordance with SFAS 142, we recognized a $7,686 impairment charge of goodwill for the North American Retail reporting unit.

(3)

Adjusted EBITDA, which is a factor utilized in calculating covenant ratios, is defined as net income, excluding the aggregate amount of all non-cash losses reducing net income, plus interest, taxes, depreciation and amortization. SINCE EBITDA IS NOT A MEASURE OF PERFORMANCE CALCULATED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, OR GAAP, IT SHOULD NOT BE CONSIDERED IN ISOLATION OF, OR AS A SUBSTITUTE FOR OR SUPERIOR TO, OTHER MEASURES OF FINANCIAL PERFORMANCE PREPARED IN ACCORDANCE WITH GAAP, SUCH AS OPERATING INCOME, NET INCOME AND CASH FLOWS FROM OPERATING ACTIVITIES. IN ADDITION, OUR DEFINITION OF EBITDA IS NOT NECESSARILY COMPARABLE TO SIMILARLY TITLED MEASURES REPORTED BY OTHER COMPANIES. We use Adjusted EBITDA as a supplementary non-GAAP liquidity measure to allow us to evaluate each of our operating segment's cash-generating ability to fund income tax payments, corporate overhead, capital expenditures and increases in working capital. Adjusted EBITDA is also used by us to allocate resources for growth among our segments, to evaluate our ability to service our debt and to raise capital for growth opportunities, including acquisitions. Covenants contained in the credit agreement are based on what we refer to herein as "Adjusted EBITDA". In addition, we use Adjusted EBITDA as a supplemental non-GAAP liquidity measure in financial presentations to our board of directors, shareholders, various banks participating in our credit facility, note holders and bond rating agencies, among others, to assist them in their evaluation of our cash flow. We use Adjusted EBITDA in conjunction with traditional GAAP liquidity measures as part of our overall assessment and therefore does not place undue reliance on Adjusted EBITDA as our only measure of cash flow. We believe Adjusted EBITDA is useful for both ourselves and investors as it is a commonly used analytical measurement for assessing a company's cash flow ability to service and/or incur additional indebtedness, by excluding the impact of certain non-cash items such as depreciation and amortization. Adjusted EBITDA has historically been used by our lenders to measure compliance with certain financial debt covenants, and we believe that Adjusted EBITDA provides a meaningful measure of liquidity and our ability to service our long-term debt and other fixed obligations. We believe that Adjusted EBITDA is specifically relevant to us due to our leveraged position as well as the common use of Adjusted EBITDA as a liquidity measure within our industries by lenders, investors and others in the financial community. We have included Adjusted EBITDA as a supplemental liquidity measure, which should be evaluated by investors in conjunction with the traditional GAAP liquidity measures.

The following table presents a reconciliation from net cash provided by operating activities, which is the most directly comparable GAAP liquidity measure, to Adjusted EBITDA:

	Fiscal years ended September 30,															Three months ended December 31,
	2001			2002			2003			2004			2005			2004		2005
	(Dollars in thousands)
Net cash provided by operating activities	$	63,267		$	105,087		$	111,532		$	119,936		$	85,848		$	36,903	$	99,612
Interest expense		21,958			18,499			17,384			24,663			26,475			5,692		8,992
Income tax provision		25,958			42,916			33,412			57,156			41,125			15,536		7,743
Changes in working capital and other liabilities		26,636			37,275			28,386			63,176			65,496			7,407		(58,233	)
Asset impairments		500			700			1,117			2,603			11,204			—		2,125
Other		(3,532	)		(5,079	)		(12,566	)		(12,186	)		(14,924	)		198		(4,315	)
Adjusted EBITDA	$	134,787		$	199,398		$	179,265		$	255,348		$	215,224		$	65,736	$	55,924

(4)

The ratio of earnings to fixed charges is defined as pre-tax income plus fixed charges divided by fixed charges. Fixed charges are defined as interest expense plus ¹/3 of rent expense (which we believe represents a reasonable approximation of the interest factor).

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Unless otherwise specified, monetary figures included in Management's discussion and analysis of financial condition and results of operations are presented herein in thousands. Please see our Form 10-Q filed on February 2, 2006 and incorporated by reference herein for Management's Discussion and Analysis of Financial Condition and Results of Operation as of and for the three month period ended December 31, 2005.

Background

        We are a leading vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high quality, value-priced nutritional supplements in the U.S. and throughout the world. Under a number of our and third-party brands, we offer over 22,000 products, including vitamins, minerals, herbs, sports nutrition products, diet aids and other nutritional supplements. Some of our brands include Nature's Bounty®, Vitamin World®, Puritan's Pride®, Holland & Barrett®, Rexall®, Sundown®, Solgar®, MET-Rx®, WORLDWIDE Sport Nutrition®, American Health®, GNC (UK)®, De Tuinen®, Le Naturiste™ and SISU®.

        We are vertically integrated in that we purchase raw materials, formulate and manufacture our products and then market our products through our four channels of distribution:

•

Wholesale/US Nutrition: wholesale distribution to mass merchandisers, drug store chains, supermarkets, independent pharmacies and health food stores under various brand names, including the Nature's Bounty, Rexall Sundown, Solgar and SISU portfolio of brands;



•

North American Retail: 542 Vitamin World® and Nutrition Warehouse® retail stores operating throughout the U.S. in 45 states, Guam, Puerto Rico and the Virgin Islands, and 101 Le Naturiste retail stores operating throughout Quebec, Canada (which we acquired on February 25, 2005), in each case as of September 30, 2005;



•

European Retail: 545 Holland & Barrett®, GNC (UK), Nature's Way retail stores, as of September 30, 2005, operating throughout the United Kingdom and Ireland, and 67 De Tuinen retail stores operating in the Netherlands; and



•

Direct Response/Puritan's Pride: the leading U.S. nutritional supplement e-commerce/direct response business segment, under the Puritan's Pride brand in catalogs and through the Internet.

        During the fiscal year ended September 30, 2005, Vitamin World opened 21 new stores, closed 36 stores and at September 30, 2005 operated 542 stores. On February 25, 2005, we acquired the Canadian Le Naturiste chain of retail stores. At the time of the acquisition, the Le Naturiste chain operated 99 company-owned stores and 4 franchised stores located throughout Quebec, Canada. During the fiscal year ended September 30, 2005, Le Naturiste closed 2 stores and at September 30, 2005, 101 stores were in operation. During the fiscal year ended September 30, 2005, our European Retail division opened 16 new stores, closed 6 stores and at September 30, 2005, there were 612 stores in the U.K., Ireland and the Netherlands in operation.

        Our net sales from our Wholesale/US Nutrition, North American Retail, European Retail, and Direct Response/Puritan's Pride segments, as a percentage of consolidated net sales, were approximately 43%, 13%, 33% and 11%, respectively, for the fiscal year ended September 30, 2005. Cost of sales includes the cost of raw materials and all labor and overhead associated with the manufacturing and packaging of the products. Gross margins are affected by, among other things, changes in the relative sales mix among our four distribution channels, the level of promotional programs offered, as well as gross margins of acquired entities. Historically, gross margins from our

39

direct response/e-commerce and retail sales have typically been higher than gross margins from wholesale sales.

Critical accounting policies and estimates

        The preparation of financial statements in conformity with generally accepted accounting principles, or GAAP, in the U.S. requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant policies and estimates include:

•

revenue recognition;



•

sales returns and allowances;



•

allowance for doubtful accounts;



•

inventory valuation and obsolescence;



•

valuation and recoverability of long-lived and indefinite-lived intangible assets, including the values assigned to acquired intangible assets, goodwill and assets held for sale;



•

income taxes;



•

foreign currency; and



•

accruals for the outcome of current litigation.

        In general, estimates are based on historical experience, on information from third-party professionals and on various other sources and assumptions that are believed to be reasonable under the facts and circumstances at the time such estimates are made. On a continual basis, we review our estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results may vary from these estimates and assumptions under different and/or future circumstances. We consider an accounting estimate to be critical if:

•

it requires assumptions to be made that were uncertain at the time the estimate was made; and



•

changes in the estimate, or the use of different estimating methods that could have been selected, could have a material impact on our consolidated results of operations or financial condition.

        The following critical accounting policies have been identified that affect the more significant judgments and estimates used in the preparation of the consolidated financial statements. The following critical accounting policies are not intended to be a comprehensive list of all of our accounting policies or estimates.

Revenue recognition

        We recognize revenue in accordance with the SEC's Staff Accounting Bulletin 104. We recognize product sales revenue when title and risk of loss have transferred to the customer, there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured. Since the terms for most sales within our wholesale and direct response segments are F.O.B. destination, generally title and risk of loss transfer to the customer at the time the product is received by the customer. With respect to our own retail store operations, we

40

recognize revenue upon the sale of our products to our retail customers. Our net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns and other promotional program incentive allowances. Accruals provided for these items are presented in our consolidated financial statements as reductions to sales.

Sales returns and other allowances

        We simultaneously record estimates for various costs, which reduce product sales. These costs include estimates for product returns and for promotional program incentive activities for various types of incentives offered to customers as well as other sales allowances.

        Allowance for sales returns:    We analyze sales returns in accordance with Statement of Financial Accounting Standard, or SFAS, No. 48 "Revenue Recognition When Right of Return Exists." We are able to make reasonable and reliable estimates of product returns based on our past 25 year history in the business. We also monitor the buying patterns of the end-users of its products based on sales data received by us over 1,200 retail outlets in North America and Europe. Estimates for sales returns are based on a variety of factors including actual return experience of any specific product or similar product. We also review our estimates for product returns based on expected return data communicated to us by customers. We also monitor the levels of inventory at our largest customers to avoid excessive customer stocking of our merchandise. Accruals for returns for new products are estimated by reviewing data of any prior relevant new product introduction return information. Accordingly, we believe that our historical returns analysis is an accurate basis for our sales return accrual. We do not have the ability to track returns by fiscal period, however, we believe we are able to make reasonable estimates of expected sales returns, as contemplated by the requirements of SFAS 48, based upon historical data and the available monitoring processes. We believe we have sufficient information and knowledge of our customers and of industry trends and conditions, to adjust the accrual for returns when necessary. Actual results could differ from those estimates.

        Promotional program incentive accrual:    We use objective procedures for estimating our accrual for promotional program incentives. The accrual for sales incentives offered to customers is based on contractual terms or other arrangements agreed to in advance with certain customers. Customers earn such incentives as specified sales volumes are achieved.

        A rollforward of the sales return accrual and the promotional program incentive accrual is as follows:

			Additions
	Balance at beginning of period		Charged to costs and expenses		Charged to Other Accounts			Deductions			Balance at end of period
Sales return accrual:
Fiscal year ended September 30, 2003	$	983	$	7,932	$	9,467	(a)	$	(11,069	)	$	7,313
Fiscal year ended September 30, 2004		7,313		42,041					(40,246	)		9,108
Fiscal year ended September 30, 2005		9,108		45,444		143	(b)		(39,079	)		15,616
Promotional program incentive accrual:
Fiscal year ended September 30, 2003	$	3,549	$	15,138	$	18,761	(a)	$	(14,263	)	$	23,185
Fiscal year ended September 30, 2004		23,185		72,666					(58,356	)		37,495
Fiscal year ended September 30, 2005		37,495		142,999		383	(b)		(137,040	)		43,837

(a)

Represents the opening balance sheet reserves from the Rexall acquisition.

(b)

Represents the opening balance sheet reserves from the Solgar acquisition.

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        As with any set of assumptions and estimates, there is a range of reasonably likely amounts that may be calculated for each accrual above. However, we believe that there would be no significant difference in the amounts reported using any other reasonable assumptions than what was used to arrive at each accrual. We regularly review the factors that influence our estimates and, if necessary, make adjustments when we believe that actual product returns, credits and other allowances may differ from established reserves. Actual experience associated with any of these items may be significantly different than our estimates.

Accounts receivable

        Accounts receivable is presented net of certain allowances which include the above mentioned sales returns and allowance items, as well as an allowance for doubtful accounts. In order to estimate the allowance for doubtful accounts, we perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. We maintain an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. While such bad debt expenses have historically been within expectations and allowances established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. If the financial condition of customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

        Inventories are stated at the lower of cost or market. The cost elements of inventory include materials, labor and overhead. We use standard costs for labor and overhead and periodically adjust those standards. We establish reserves for our inventory to reflect situations in which the cost of the inventory is not expected to be recovered. We regularly review our inventory, including when a product is close to expiration and is not expected to be sold, when a product has reached its expiration date, or when a product is not expected to be saleable based on our quality assurance and quality control standards. The reserve for these products is equal to all or a portion of the cost of the related inventory based on specific facts and circumstances. In evaluating whether inventory is stated at the lower of cost or market, we consider such factors as the amount of inventory on hand, estimated time required to sell such inventory, remaining shelf life and current and expected market conditions, including levels of competition. We have evaluated the current level of inventories considering historical sales and other factors and, based on this evaluation, have recorded adjustments to cost of goods sold to adjust inventory to net realizable value. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual requirements if future economic conditions, customer demand or competition differ from expectations.

Long-lived assets

        We periodically review the values assigned to long-lived assets, such as property, plant and equipment, intangibles, assets held for sale and goodwill. The associated depreciation and amortization periods are reviewed on an annual basis.

        We follow the provisions of Statement of Financial Accounting Standards, or SFAS, No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This statement requires evaluation of the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During fiscal 2005, 2004 and 2003, we recognized impairment charges of $3,518, $2,603 and $1,117, respectively, on assets to be held and used. The impairment charges related primarily to leasehold improvements and furniture and fixtures for North American Retail operations and were recorded in selling, general and

42

administrative expense in fiscal 2005, 2004 and 2003. For a discussion of impairment charges as of and for the fiscal year ended September 30, 2005, see Note 7 to the consolidated financial statements for such period included elsewhere herein.

        Goodwill and indefinite-lived intangibles are tested for impairment annually or more frequently if impairment indicators arise in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." The SFAS No. 142 goodwill impairment model is a two-step process. The first step compares the fair value of a reporting unit that has goodwill assigned to its carrying value. We estimate the fair value of a reporting unit by using a discounted cash flow model with the assistance of an independent appraisal firm. If the fair value of the reporting unit is determined to be less than its carrying value, a second step is performed to compute the amount of goodwill impairment, if any. Step two allocates the fair value of the reporting unit to the reporting unit's net assets other than goodwill. The excess of the fair value of the reporting unit over the amounts assigned to its net assets other than goodwill is considered the implied fair value of the reporting unit's goodwill. The implied fair value of the reporting unit's goodwill is then compared to the carrying value of its goodwill. Any shortfall represents the amount of goodwill impairment. SFAS 142 requires that goodwill and other intangibles with indefinite lives be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. These evaluations require the use of judgment as to the effects of external factors and market conditions on the conduct of our operations, and they require the use of estimates in projecting future operating results. If actual external conditions or future operating results differ from our judgments, impairment charges may be necessary to reduce the carrying value of the subject assets. The fair value of an asset could vary, depending upon the different estimating methods employed, as well as assumptions made. This may result in a possible impairment of the intangible assets and/or goodwill, or alternatively an acceleration in amortization expense. An impairment charge would reduce operating income in the period it was determined that the charge was needed. We test goodwill annually as of September 30, the last day of our fourth fiscal quarter, of each year unless an event occurs that would cause us to believe the value is impaired at an interim date. We recognized a $7,686 impairment charge of goodwill for the North American Retail reporting unit. For a discussion of impairment charges as of and for the fiscal year ended September 30, 2005, see Note 7 to the consolidated financial statements for such period included elsewhere herein. As a result of the September 30, 2004 and 2003 impairment testing, no impairment adjustments were deemed necessary.

        We consider the following to be some examples of important indicators that may trigger an impairment review:

•

significant under-performance or loss of key contracts acquired in an acquisition relative to expected historical or projected future operating results;



•

significant changes in the manner or use of the acquired assets or in our overall strategy with respect to the manner or use of the acquired assets or changes in our overall business strategy;



•

significant negative industry or economic trends;



•

increased competitive pressures;



•

a significant decline in our stock price for a sustained period of time; and



•

regulatory changes.

43

        We periodically evaluate acquired businesses for potential impairment indicators. Judgment regarding the existence of impairment indicators is based on market conditions and operational performance of the acquired businesses. Future events could cause us to conclude that impairment indicators exist, and therefore that goodwill and other intangible assets associated with our acquired businesses are impaired. Generally, in evaluating impairment, we estimate the sum of the expected future cash flows derived from such goodwill. Such evaluations for impairment are significantly impacted by estimates of future revenues, costs and expenses and other factors. A significant change in cash flows in the future could result in an additional impairment of goodwill.

Purchase price allocation

        On August 1, 2005, we acquired substantially all the assets of Solgar Vitamin and Herb, or Solgar, a division of Wyeth Consumer Healthcare (Wyeth NYSE: WYE) for $115,000 in cash. The cash used for this acquisition was financed by an amendment and restatement of our credit agreement which included a new term loan A for $120,000 which matures on August 2010 and increasing our revolving credit facility from $100,000 to $125,000 (see "—Liquidity and Capital Resources"). We also incurred approximately $3,409 of direct transaction costs for a total purchase price of approximately $118,409. Additionally, related financing costs of approximately $1,147 were paid to secure the financing for this acquisition which will be amortized until the maturity of term loan A. This acquisition contributed $17,464 in net sales and a pre-tax operating loss of $1,879 since its acquisition date to our wholesale segment for the fiscal year ended September 30, 2005.

        On June 8, 2005, we acquired SISU, Inc., or SISU, a Canadian-based manufacturer and distributor of premium quality vitamins and supplements sold to independent health food stores. SISU is headquartered in Burnaby, British Columbia and had sales of approximately $14,000 for its fiscal year ended September 30, 2004. The purchase price for this business was approximately $8,224 in cash. This acquisition contributed $3,355 in net sales and a marginal pre-tax operating loss since its acquisition date to our Wholesale segment for the fiscal year ended September 30, 2005.

        On February 25, 2005, we acquired Le Naturiste Jean-Marc Brunet, or Le Naturiste, a chain of 103 retail stores located throughout Quebec, Canada. Le Naturiste is an Eastern Canadian-based company in the business of developing, packaging, marketing and retailing an in-house range of privately labeled health and natural products. The purchase price for this business was approximately $5,048 in cash. At the time of the acquisition, the Le Naturiste chain operated 99 company-owned stores and four franchised stores. At September 30, 2005, 101 stores were in operation. This acquisition contributed $9,089 in net sales and a pre-tax operating loss of $1,556 since its acquisition date to our North American retail segment for the fiscal year ended September 30, 2005.

        On July 25, 2003, we acquired all of the issued and outstanding capital stock of Rexall Sundown, Inc., or Rexall, for $250,000 in cash from Numico USA, Inc., an indirect subsidiary of Royal Numico N.V., through the acquisition of certain partnership and limited liability company interests. The acquisition was financed by our prior credit agreement. See "—Liquidity and capital resources." We also incurred approximately $7,000 of direct transaction costs for a total purchase price of approximately $257,000. Additionally, related financing costs of approximately $7,500 were paid to secure the financing for this acquisition which will be amortized until the maturity of the underlying debt.

        We accounted for these acquisitions under the purchase method of accounting in accordance with SFAS No. 141, "Business Combinations." Under the purchase method of accounting, the total purchase price has been allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair value was recorded as goodwill. The fair value assigned to the tangible and intangible assets acquired and liabilities assumed was based upon estimates and assumptions developed by us and other information compiled by us,

44

including a valuation, prepared by an independent valuation specialist that utilized established valuation techniques appropriate for the industry.

        We are in the process of obtaining a third party valuation of certain assets and liabilities and have not yet finalized the final net asset and working capital adjustment (as defined in the respective purchase agreements) relating to the Solgar and SISU acquisitions, respectively; therefore, the preliminary allocation of the purchase price noted above is subject to revision. The purchase agreement stipulates an adjustment to the purchase price between buyer and seller for the excess or shortfall of the final thresholds as set forth in each respective agreement. With respect to the SISU acquisition, the preliminary purchase price allocation is also subject to contingency payments based upon financial loss claims as specified in the purchase agreement. The purchase agreement stipulates the indemnification from the seller of any financial losses of SISU for the period from June 1, 2005 to May 31, 2006 up to the maximum amount of $500. The completion of these events could potentially result in an adjustment to the purchase price. Upon completion of these events, final allocations to the acquired assets and liabilities could result in future adjustments to goodwill and actual results may differ from those presented herein.

        Although we believe that the current allocation of the estimated purchase price is reasonable, the final allocation (resulting from the finalization of the valuation of the fair value of the net assets acquired and the finalization of net working capital and net assets acquired) may differ significantly from the amounts reflected in the accompanying consolidated financial statements.

Income taxes

        We record the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the consolidated balance sheets included elsewhere in this prospectus, as well as tax credit carrybacks and carryforwards. We periodically review the recoverability of tax assets recorded on the balance sheet and provide valuation allowances as we deem necessary. We make judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. In our opinion, adequate provisions for income taxes have been made for all years. If actual future taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Foreign currency

        Approximately 34%, 31% and 31% of our net sales for the fiscal years ended September 30, 2005, 2004 and 2003, respectively, were denominated in currencies other than U.S. dollars, principally British pounds, Euros and Canadian dollars (fiscal 2005). A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on us.

        Foreign subsidiaries accounted for the following percentages of assets and total liabilities as of September 30, 2005 and 2004:

	2004		2005
Assets	27	%	26	%
Total liabilities	15	%	10	%

        In preparing the consolidated financial statements, the financial statements of the foreign subsidiaries are translated from the currency in which they keep their accounting records, generally the local currency, into U.S. dollars. This process results in exchange gains and losses, which, under the relevant accounting guidance, are either included within the statement of income or as a separate component of stockholders' equity under the caption "Accumulated other comprehensive income."

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        Under the relevant accounting guidance, the treatment of these translation gains or losses is dependent upon our determination of the functional currency of each subsidiary. The functional currency is determined based on our judgment and involves consideration of all relevant economic facts and circumstances affecting the subsidiary. Generally, the currency in which the subsidiary transacts a majority of its transactions, including billings, financing, payroll and other expenditures, would be considered the functional currency, but any dependency upon the parent and the nature of the subsidiary's operations must also be considered.

        If a subsidiary's functional currency is deemed to be the local currency, then any gain or loss associated with the translation of that subsidiary's financial statements is included in accumulated other comprehensive income. However, if the functional currency is deemed to be the U.S. dollar, then any gain or loss associated with the translation of these financial statements would be included within the statement of operations. If we dispose of subsidiaries, then any cumulative translation gains or losses would be recorded into the statement of operations. If we determine that there has been a change in the functional currency of a subsidiary to the U.S. dollar, any translation gains or losses arising after the date of change would be included within the statement of operations.

        Based on an assessment of the factors discussed above, we consider the relevant subsidiary's local currency to be the functional currency for each of our foreign subsidiaries. During the fiscal years of 2005, 2004 and 2003, translation (losses) gains of ($5,121), $7,547 and $9,980, respectively, were included in determining other comprehensive income. Accordingly, cumulative translation gains of approximately $17,031 and $22,152 were included as part of accumulated other comprehensive income within the consolidated balance sheet at September 30, 2005 and September 30, 2004, respectively. Had we determined that the functional currency of our subsidiaries was the U.S. dollar, these gains would have increased net income for each of the periods presented.

        The magnitude of these gains or losses is dependent upon movements in the exchange rates of the relevant foreign currencies against the U.S. dollar. These currencies mainly include the British pound sterling, the Euro and the Canadian dollar. Any future translation gains or losses could be significantly different than those noted in each of these years. In addition, if a change in the functional currency of a foreign subsidiary has occurred at any point in time, then we would be required to include any translation gains or losses from the date of such change in the statement of operations.

Contingencies

        We are subject to proceedings, lawsuits and other claims related to various matters. We are required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. We determine the amount of reserves needed, if any, for each individual issue based on our knowledge and experience and discussions with legal counsel. The required reserves may change in the future due to new developments in each matter, the ultimate resolution of each matter or changes in approach, such as a change in settlement strategy, in dealing with these matters. We are unable to make a reasonable estimate of the liabilities that may result from the final resolution of certain contingencies disclosed. Assessments of each potential liability will be made as additional information becomes available. We currently do not believe that these matters will have a material adverse effect on our consolidated financial position or results of operations.

General

        Operating results in all periods presented reflect the impact of acquisitions. The timing of those acquisitions and the changing mix of businesses as acquired companies are integrated impacts the comparability of results from one period to another.

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Results of operations

        The following table sets forth for the periods indicated, our consolidated statements of income expressed as a percentage of total net sales. Percentages may not total due to rounding.

	Fiscal years ended September 30
	2003		2004		2005
Net sales	100	%	100	%	100	%
Costs and expenses:
Cost of sales	46.5	%	49.7	%	51.6	%
Discontinued product charge	0.4	%	—		—
Advertising, promotion and catalog	5.6	%	5.2	%	6.2	%
Selling, general and administrative	36.5	%	33.6	%	33.9	%
Goodwill impairment	—		—		0.4	%
	89.0	%	88.5	%	92.1	%
Income from operations	11.0	%	11.5	%	7.9	%
Other income (expense):
Interest	-1.5	%	-1.5	%	-1.5	%
Bond investment write down	-0.3	%	—		—
Miscellaneous, net	0.5	%	0.2	%	0.5	%
	-1.3	%	-1.3	%	-1.1	%
Income before provision for income taxes	9.7	%	10.2	%	6.9	%
Provision for income taxes	2.8	%	3.5	%	2.4	%
Net income	6.9	%	6.7	%	4.5	%

Fiscal year ended September 30, 2005 compared to fiscal year ended September 30, 2004

        Net sales.    Net sales by segment for fiscal 2005 as compared with the prior comparable period were comprised as follows:

	Fiscal years ended September 30,
					Dollar Change 2004 vs. 2005			Percentage Change 2004 vs. 2005
	2004		2005
Wholesale/US Nutrition	$	734,293	$	747,234	$	12,941		1.8	%
North American Retail/Vitamin World		216,431		224,008		7,577		3.5	%
European Retail/Holland & Barrett/GNC (UK)		495,808		566,140		70,332		14.2	%
Direct Response/Puritan's Pride		205,499		199,805		(5,694	)	-2.8	%
Total	$	1,652,031	$	1,737,187	$	85,156		5.2	%

        Net sales for the Wholesale/US Nutrition segment, which markets certain brands, including Nature's Bounty, Met-Rx, Sundown and Solgar brands, increased primarily due to the acquisition of the Solgar brands on August 1, 2005. Net sales for the Solgar brand since the acquisition date were $17,464. The remaining US Nutrition brands maintained their marketshare in a declining market through aggressive advertising and promotions. We continue to adjust shelf space allocation between the US Nutrition brands to provide the best overall product mix and to respond to changing market conditions. These efforts have helped to maintain US Nutrition's position in the mass market. Product returns resulted in a reduction to net sales of $45,444 for the fiscal year ended September 30, 2005 as compared to $42,041 for the prior comparable period, a portion of which was associated with the decline for low carb related products, with the remaining due to reallocations of the US Nutrition

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brands, as well as other normal business operations. US Nutrition continues to leverage valuable consumer sales information obtained from our Vitamin World retail stores and Puritan's Pride direct- response/e-commerce operations in order to provide our mass-market customers with data and analyses to drive mass market sales. For the fiscal year ended September 30, 2005, two customers of the Wholesale/US Nutrition division represented, individually, more than 10% of the Wholesale/US Nutrition segment's net sales. One of these customers is primarily a supplier to the other customer; therefore, changes in our business relationship with either customer would likely result in the loss of most of the net sales to both customers. For the fiscal year ended September 30, 2004, one customer of the Wholesale/US Nutrition division represented, individually, more than 10% of the Wholesale/US Nutrition segment's net sales. While no one customer represented individually more than 10% of our consolidated net sales, the loss of either one of these customers would have a material adverse effect on the Wholesale/US Nutrition segment if we are unable to replace such customer(s).

        North American Retail net sales increased primarily due to the acquisition of Le Naturiste ($9,089) and 21 new Vitamin World retail store openings ($2,694). The number of customers in the Savings Passport Program increased approximately 1.0 million to 5.9 million customers, as compared to 4.9 million customers at the end of the comparable prior period. Same store sales for stores open more than one year decreased 2.7% (or $5,341) reflecting the continued difficult specialty retail environment. As US Nutrition introduces more new products directly to the mass market, the specialty retail channel's ability to capitalize on market trends and new products is restricted which has affected Vitamin World. We expect this trend to continue in the near future. During the fiscal year ended September 30, 2005, Vitamin World opened 21 new stores, closed 36 stores and at the end of the period operated 542 stores. We operated 557 Vitamin World stores in the U.S. as of September 30, 2004. On February 25, 2005, we acquired Le Naturiste Jean-Marc Brunet, a chain of 103 retail stores located throughout Quebec, Canada. Le Naturiste is an Eastern Canadian-based company in the business of developing, packaging, marketing and retailing an in-house range of privately-labeled health and natural products. At September 30, 2005, the Le Naturiste chain operated 97 company-owned stores and 4 franchised stores.

        European Retail net sales increases were directly attributable to an increase in same store sales for stores open more than one year of 10.9% (or $53,136). These European Retail same store net sales results include the positive effect of the exchange rate for the British pound ($15,332 or 3.1%). Without foreign exchange, the increase in same store sales (for stores open more than one year) was 7.8%. The European Retail division continues to leverage its premier status, high street locations and brand awareness to achieve these results. During the fiscal year ended September 30, 2005, our European Retail division opened 16 new stores and closed six stores and at the end of the period 612 stores in the U.K., Ireland and the Netherlands were in operation. At September 30, 2004, 602 stores in the U.K., Ireland and the Netherlands were in operation.

        Direct Response/Puritan's Pride net sales decreased as a result of the stagnant market for nutritional supplements, negative publicity surrounding Vitamin E and Puritan's Pride's substantial reduction in pricing. We adopted this aggressive pricing strategy to maintain our customer base and to put pressure on competition. Internet orders increased as compared to the prior comparable period. On-line net sales comprised 28% of this segment's net sales and increased 19.4% in the fiscal year ended September 30, 2005 as compared to the prior comparable period. We remain the leader in the direct response and e-commerce sector and continue to increase the number of products available via our catalog and websites.

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        Cost of sales.    Cost of sales for fiscal 2005 as compared to the prior comparable period was as follows:

	Fiscal year ended September 30,				Fiscal year ended September 30,
	2004		% of net sales		2005		% of net sales
Net sales	$	1,652,031	100.0	%	$	1,737,187	100.0	%
Cost of sales		822,412	49.7	%		895,644	51.6	%
Gross profit	$	829,619	50.3	%	$	841,543	48.4	%

        Gross profit as a percentage of net sales by segment for fiscal 2005 as compared to the prior comparable period was as follows:

		Fiscal year ended September 30,
						Percent Change 2004 vs. 2005
		2004		2005
Wholesale/US Nutrition		36	%	34	%	-2	%
North American Retail/Vitamin World		59	%	55	%	-4	%
European Retail/Holland & Barrett/GNC (UK)		62	%	62	%	0	%
Direct Response/Puritan's Pride		62	%	57	%	-5	%
	Total	50	%	48	%	-2	%

        The Wholesale/US Nutrition segment's gross profit as a percentage of net sales for fiscal 2005 decreased from the prior year comparable period. During fiscal 2005, there were $45,444 in product returns as compared to $42,041 in product returns during fiscal 2004. A portion of product returns was associated with the contraction in the low carb related product market, with the remaining due to reallocations of the US Nutrition brands, as well as other normal business operations. Certain non-performing Rexall brands were replaced with faster selling Nature's Bounty brand products. The gross profit was also affected by changes in product mix and an increase in sales incentives and promotion costs which are classified as reductions in gross sales. North American Retail gross profit decreased primarily due to heavy discounts offered in order to maintain market share. European Retail gross profit remained consistent with the prior comparable period. Direct Response/Puritan's Pride gross profit decreased primarily due to aggressive pricing strategy and promotions.

        Advertising, promotion and catalog.    Total advertising, promotion and catalog expenses for fiscal 2004 and 2005 were as follows:

	Fiscal year ended September 30,						Dollar Change			Percentage Change
	2004			2005			2004 vs. 2005			2004 vs. 2005
Advertising, promotions, catalogs	$	71,318		$	96,645		$	25,327		35.5	%
Catalog printing and mailing		13,920			11,360			(2,560	)	-18.4	%
Total	$	85,238		$	108,005		$	22,767		26.7	%
Percentage of net sales		5.2	%		6.2	%

        Of the $22,767 increase, $25,327 was attributable to the increase in promotions for products, mainly via television, magazines, newspapers and mailing programs, partially offset by a decrease of $2,560 in catalog printing costs.

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        Total advertising, promotion and catalog expenses by segment for fiscal 2005 as compared with the prior comparable period were comprised as follows:

		Fiscal year ended September 30,						Dollar Change			Percentage Change
		2004			2005			2004 vs. 2005			2004 vs. 2005
Wholesale/US Nutrition		$	48,343		$	76,086		$	27,743		57.4	%
North American Retail/Vitamin World			8,580			7,920			(660	)	-7.7	%
European Retail/
Holland & Barrett/GNC (UK)			8,806			7,148			(1,658	)	-18.8	%
Direct Response/Puritan's Pride			19,240			16,526			(2,714	)	-14.1	%
Corporate			269			325			56		20.8	%
	Total	$	85,238		$	108,005		$	22,767		26.7	%
Percentage of net sales			5.2	%		6.2	%

        The Wholesale/US Nutrition segment's advertising expenses increased primarily due to advertising expenses incurred related to the following brands: OSTEO Bi-Flex®, WORLDWIDE Sport Nutrition®, Sundown® and Flex-a-min®. We undertook this initiative to build brand awareness and to retain market share in a difficult environment. The Wholesale/US Nutrition segment's increase was partially offset by decreases in advertising expenses attributable to our other segments. Investments in advertising and sales promotions are part of our strategic effort to increase market share and long-term growth.

        Selling, general and administrative.    Selling, general and administrative expenses for fiscal 2005 as compared with the prior comparable period by segment were as follows:

		Fiscal year ended September 30,						Dollar Change			Percentage Change
		2004			2005			2004 vs. 2005			2004 vs. 2005
Wholesale/US Nutrition		$	105,266		$	108,987		$	3,721		3.5	%
North American Retail/Vitamin World			119,790			133,526			13,736		11.5	%
European Retail/Holland & Barrett/GNC (UK)			179,065			194,242			15,177		8.5	%
Direct Response/Puritan's Pride			42,836			44,052			1,216		2.8	%
Corporate			107,881			107,359			(522	)	-0.5	%
	Total	$	554,838		$	588,166		$	33,328		6.0	%
Percentage of net sales			33.6	%		33.9	%

        The European Retail's selling, general and administrative expenses increase of $15,177 includes $5,640 attributable to foreign exchange.

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        Selling, general and administrative expense increases for fiscal 2005 as compared with the prior comparable period were as follows:

		Fiscal year ended September 30,					Dollar Change			Percentage Change
		2004		2005			2004 vs. 2005			2004 vs. 2005
Payroll		$	225,146	$	244,232		$	19,086		8.5	%
Rent			105,531		115,442			9,911		9.4	%
Real estate taxes			18,189		21,209			3,020		16.6	%
Insurance			24,199		26,156			1,957		8.1	%
Freight			45,199		47,696			2,497		5.5	%
Impairments of long-lived assets			2,603		3,518			915		35.2	%
Impairment charge on building held for sale			—		1,908			1,908		100.0	%
Gain on sale of business assets			—		(1,999	)		(1,999	)	100.0	%
Other			133,971		130,004			(3,967	)	-3.0	%
	Total	$	554,838	$	588,166		$	33,328		6.0	%

        The increase of $33,328 in selling, general and administrative expense was attributable to the following: Payroll costs increased mainly due to recent business acquisitions and general salary increases; rent and real estate taxes expense increased mainly associated with additional North American Retail and European Retail stores, as well as newly leased facilities; insurance costs increased mainly associated with an increase in general insurance rates; freight costs increased mainly resulting from the increased wholesale sales; impairment charges for the write-down of long lived assets held and used in our North American Retail locations (Vitamin World operations); impairment charge on a building held for sale resulting from the sale of the Rexall corporate building; partially offset by a gain on sale of business assets as a result of us selling certain business assets of FSC, a Manchester, U.K. based wholesale operation which sold products to health food stores and pharmacies.

        Goodwill impairment.    During fiscal 2005, we recorded a goodwill impairment charge of $7,686 for the North American Retail operations (Vitamin World operations). Impairment indicators are discussed in Note 7 to our audited consolidated financial statements included elsewhere in this prospectus.

        Interest expense.    The major components of interest expense are interest on senior subordinated notes, and interest on the credit agreement used for acquisitions, capital expenditures and other working capital needs. Interest expense for fiscal 2005 as compared with the prior comparable period was as follows:

							Dollar Change
	Fiscal year ended September 30,
							2004 vs. 2005
	2004			2005
Interest expense	$	24,663		$	26,475		$	1,812
Percentage of net sales		1.5	%		1.5	%

        Interest expense increased due to an increase in the annual borrowing rate for the term loan C (5.875% at September 30, 2005 as compared to 3.75% at September 30, 2004), offset by principal repayments of borrowings under our credit agreement ($17,368 reduction to principal). Included in the interest expense for the fiscal year ended September 30, 2005 is a charge of $790 in connection with the early extinguishment of the 2007 senior subordinated notes. The charge included a write-off of approximately $620 representing the unamortized portion of debt issuance costs and $170 representing the unamortized bond discount associated with the original issuance. In addition, interest expense for the current fiscal year increased due to an interest payment ($1,341) made as a result of settling our working capital dispute in connection with the Rexall acquisition. On December 19, 2003, we

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refinanced $224,000 of term B loans outstanding under our July 2003 credit agreement with a new class of term C loans on more favorable terms of LIBOR plus 2%. Costs of approximately $500 were paid on December 19, 2003, in connection with this debt refinancing, which will be amortized until term loan C's maturity of approximately six years. On August 1, 2005, in connection with our acquisition of Solgar®, we amended and restated our credit agreement by adding a new term loan A of $120,000 and increasing our revolving credit facility from $100,000 to $125,000. Costs of $1,147 were paid in connection with this amendment and restatement of the credit agreement. At September 30, 2005, the credit agreement consisted of a $125,000 revolving credit facility, which had borrowings outstanding of $6,000, a term loan C, which had borrowings outstanding of $138,163 and a term loan A, which had borrowings outstanding of $75,419. Interest rates charged on borrowings can vary depending on the interest rate option utilized. Options for the rate can either be the Alternate Base Rate or LIBOR, plus applicable margin. At September 30, 2005 the annual borrowing rate for term loan C approximated 5.875%, the annual borrowing rate for term loan A approximated 5.25% and the annual borrowing rate for the revolving credit facility approximated 7.75%.

        Miscellaneous, net.    Miscellaneous, net for fiscal 2005 as compared to the prior comparable period was as follows:

	Fiscal year ended September 30,						Dollar Change
	2004			2005			2004 vs. 2005
Miscellaneous, net	$	4,125		$	8,051		$	3,926
Percentage of net sales		0.2	%		0.5	%

        Miscellaneous, net increased for fiscal 2005 as compared to the prior comparable period primarily due to the following:

		Fiscal year ended September 30,				Dollar Change
		2004		2005		2004 vs. 2005
Foreign exchange transaction gain		$	1,253	$	4,286	$	3,033
Investment income			1,298		1,935		637
Rental income			1,248		991		(257	)
Other			326		839		513
	Total	$	4,125	$	8,051	$	3,926

        Income taxes.    Income tax expense for fiscal 2005 as compared to the prior comparable period, and the respective effective income tax rates, was as follows:

							Dollar Change
	Fiscal year ended September 30,
							2004 vs. 2005
	2004			2005
Provision for income taxes	$	57,156		$	41,125		$	(16,031	)
Percentage of net sales		3.5	%		2.4	%
Effective income tax rate		33.8	%		34.5	%

        Our income tax expense is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that will begin to expire in 2013. Therefore, our overall effective income tax rate could vary as a result of these factors. No income tax benefit was attributed to the goodwill impairment charge of $7,686. This charge impacted the effective income tax rate for fiscal 2005 by

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2.09%. Excluding the effect of the goodwill impairment charge for fiscal 2005, the effective income tax rates were generally less than the U.S. federal statutory tax rate primarily due to the enhanced tax structure of foreign subsidiaries which could also continue to impact future fiscal years.

        In October 2004, the American Jobs Creation Act of 2004, or the Act, became effective in the U.S. Two provisions of the Act may impact our provision for income taxes in future periods, namely those related to the Qualified Production Activities Deduction, or the QPA, and Foreign Earnings Repatriation, or the FER. The QPA will be effective for our U.S. federal tax return year beginning after September 30, 2005. Due to the interaction of the law's provisions as well as the particulars of our tax position, the ultimate effect of the QPA on our future provision for income taxes is not deemed to be significant. The FER provision of the Act provides generally for a one-time 85 percent dividends received deduction for qualifying repatriations of foreign earnings to the U.S. We have completed our evaluation of the application of the FER provision and determined that we will realize a benefit by repatriating funds in accordance with the FER provision. As such, we have developed a Domestic Reinvestment Plan to reinvest the repatriated funds in the U.S. in qualifying activities, pursuant to the terms of the FER provision and subsequent guidance issued by the IRS. This plan calls for the repatriation of up to $100 million during the fiscal year ending September 30, 2006. A portion of the repatriation includes foreign earnings related to the fiscal year ended September 30, 2005 and to earlier fiscal years. We have recorded a net benefit of $884 on the unremitted earnings from the fiscal year ended September 30, 2005 and earlier fiscal years as a result of the FER provision. The majority of the repatriation is expected to come from projected foreign earnings for the fiscal year ending September 30, 2006. It is impractical to calculate the exact amount of earnings and exact tax impact that we may realize from the repatriation of 2006 earnings. As such, no incremental tax impact has been recorded with respect to these earnings.

        Net income.    After income taxes, we had net income for fiscal 2005 as compared to the prior comparable period (and the respective basic and diluted earnings per share) as follows:

		Fiscal year ended September 30,						Dollar Change
		2004			2005			2004 vs. 2005
Net income		$	111,849		$	78,137		$	(33,712	)
Percentage of net sales			6.8	%		4.5	%
Net income per share:
	Basic	$	1.67		$	1.16
	Diluted	$	1.62		$	1.13

        Included in the results for fiscal 2005 are asset impairment charges for the North American Retail goodwill write-down ($7,686 or basic and diluted earnings per share of $0.11) and the write-down of long lived assets held and used in our North American Retail locations (Vitamin World operations) ($2,304, after tax, or basic and diluted earnings per share of $0.03).

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Fiscal Year Ended September 30, 2004 Compared to Fiscal Year Ended September 30, 2003

        Net sales.    Net sales for fiscal 2004 were $1,652,031, an increase of $459,483, or 38.5%, compared with net sales of $1,192,548 in fiscal 2003. The $459,483 increase is comprised of the following:

	Fiscal years ended September 30,
					Dollar increase 2003 vs. 2004		Percent increase 2003 vs. 2004
	2003		2004
Wholesale/US Nutrition	$	416,627	$	734,293	$	317,666	76.2	%
U.S. Retail/Vitamin World		212,380		216,431		4,051	1.9	%
European Retail/Holland & Barrett/GNC (UK)		363,597		495,808		132,211	36.4	%
Direct Response/Puritan's Pride		199,944		205,499		5,555	2.8	%
Total	$	1,192,548	$	1,652,031	$	459,483	38.5	%

        The Wholesale/US Nutrition segment, which operates the Nature's Bounty and Rexall brands, increased its net sales primarily due to the acquisition of the Rexall product lines ($220,726). We continue to adjust shelf space allocation between the Nature's Bounty brand and Rexall brands to provide the best overall product mix. These efforts have strengthened Wholesale/US Nutrition segment's position in the mass market. Additionally, the remaining Wholesale/US Nutrition segment's net sales increases primarily resulted from increased promotional programs offered to the mass market, drug chains and supermarkets. Through our well-known brands, we continue to strengthen our leading market position. Consumer sales information obtained from our Vitamin World retail stores and Puritan's Pride direct-response/e-commerce operations are used to provide our mass-market customers with timely and vital data and analyses to drive mass market sales. We continue to respond to consumer preferences and to monitor the market for trends and ideas, and these efforts have translated into increased sales. Product returns resulted in a reduction to net sales of $42,041 for the fiscal year ended September 30, 2004 as compared to $7,932 for the prior comparable period. For the fiscal year ended September 30, 2004, one customer of the Wholesale/US Nutrition division represented more than 10% of the Wholesale/US Nutrition segment's net sales. For the fiscal year ended September 30, 2003, two customers of the Wholesale/US Nutrition segment represented, individually, more than 10% of the Wholesale/US Nutrition segment's net sales. One of these customers is primarily a supplier to the other customer, therefore changes in our business relationship with either customer(s) would likely result in the loss of most of the net sales to both customers. While no one customer represented, individually, more than 10% of our consolidated net sales, the loss of either of these two customers could have a material adverse effect on the wholesale segment if we are unable to replace such customer(s).

        U.S. Retail net sales increased due to the success of the Savings Passport Program, a customer loyalty program. The number of customers in the Savings Passport Program increased approximately 1.1 million to 4.9 million customers as compared to 3.8 million customers at the end of the comparable prior period. Same store sales for stores open more than one year increased 0.7% or $1,355. Additionally, increases in net sales were attributable to new Vitamin World stores opened during the fiscal year ended September 30, 2004 which contributed $4,242 to net sales, partially offset by store closures of $1,564. During the last few months, U.S. Retail net sales have been decreasing due to a general sales slow down across the entire specialty market. In addition, as the Wholesale/US Nutrition operation introduces more new products directly to the mass market due to market trends, therefore, the specialty retail ability to capitalize on these market trends and new products is not as effective. We expect this trend to continue in the near future. During the fiscal year ended September 30, 2004, Vitamin World opened 34 new stores, closed 10 stores and at the end of the year operated 557 stores. We operated 533 stores in the U.S. as of September 30, 2003.

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        European Retail net sales increases were directly attributable to (1) the fiscal 2003 acquisitions of GNC (UK) (increase of $16,371) and De Tuinen (increase of $25,034); 38 GNC stores in the U.K. and 67 De Tuinen stores in the Netherlands were in operation at September 30, 2004; (2) an increase in same store sales for Holland & Barrett stores open more than one year of 25.1% (or $81,419); and (3) new Holland & Barrett stores opened during the fiscal year ended September 30, 2004 which contributed $6,357 to net sales. These European Retail net sales results include the positive effect of a strong British pound ($43,284 or 11.9%). Without foreign exchange, the increase in same store sales (for sales open more than one year) was 13.0%. During the fiscal year ended September 30, 2004, our European Retail division opened 19 new stores, closed 6 stores and at the end of the fiscal year, 602 stores in the U.K., Ireland and the Netherlands were in operation. At September 30, 2003, 589 stores in the U.K., Ireland and the Netherlands were in operation.

        Direct Response/Puritan's Pride net sales increased as a result of the change in the timing of promotional catalog mailings, enhanced appearance of our catalogs, and our continued efforts to target market our customer base to maximize sales. Internet orders continue to increase as compared to prior like periods. Puritan's Pride on-line net sales increased 24.7% for the current fiscal year and comprised 20.5% of the Direct Response's segment net sales. We continue to increase the number of products available via our catalog and websites.

        Cost of sales/Discontinued product charge.    Cost of sales for fiscal 2004 was $822,412, or 50% as a percentage of net sales, compared to $559,304 (including a discontinued product charge of $4,500) or 47% for fiscal 2003. Overall, gross profit, as a percentage of net sales, decreased 3% to 50% during the fiscal year ended September 30, 2004 as compared to 53% for the prior comparable period. Gross profit as a percentage of net sales by segment was as follows:

	Fiscal years ended September 30,
					Percent Change 2003 vs. 2004
	2003		2004
Wholesale/US Nutrition	40	%	36	%	-4	%
North American Retail/Vitamin World	60	%	59	%	-1	%
European Retail/Holland & Barrett/GNC (UK)	61	%	62	%	1	%
Direct Response/Puritan's Pride	62	%	62	%	0	%
Total (without discontinued product charge)	54	%	50	%	-4	%
Discontinued product charge	-1	%	0	%	1	%
Total	53	%	50	%	-3	%

        The Wholesale/US Nutrition segment's gross profit for fiscal 2004 decreased 4% to 36% from 40%, as a percentage of net sales, for fiscal 2003. This was primarily due to the effect of Rexall's sales returns ($34,215) resulting from current business decisions to accept returns for certain non-performing Rexall brands and replacing them with faster selling Nature's Bounty product as well as lower gross profit contributions from Rexall's product lines (35%). During fiscal 2004, total product returns were $42,041 as compared to $7,932 during fiscal 2003. The gross profit was also affected by changes in product mix and an increase in sales incentives and promotion costs which are classified as reductions in gross sales. The U.S. Retail segment's gross profit for fiscal 2004 decreased 1% to 59% from 60%, as a percentage of net sales, for fiscal 2003 primarily due to product mix. The European Retail segment's gross profit increased 1% to 62% from 61%, as a percentage of net sales, primarily due to different promotional programs in effect this period as compared to the prior comparable period and as a result of the recent acquisitions of GNC (UK) and De Tuinen, which had improved margins this period as compared to the prior comparable period. These operations reported gross profit of 48% compared to 41% during the prior comparable fiscal year. Without these newly acquired operations, gross profit would have increased 2% to 65% from 63%, as a percentage of net sales, for the prior

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comparable period. The Direct Response/Puritan's Pride's gross profit was 62%, as a percentage of net sales, for fiscal 2004 and fiscal 2003. Our overall strategy is to improve margins by introducing new products which traditionally have a higher gross profit margin and by continuing to increase in-house manufacturing.

        Advertising, promotion and catalog.    Advertising, promotion and catalog expenses were $85,238 for fiscal 2004, compared with $66,455 for fiscal 2003, an increase of $18,783. Such advertising expenses as a percentage of net sales were 5.2% during fiscal 2004 and 5.6% for the prior comparable period. Of the $18,783 increase, $17,667 was attributable to the increase in promotions for products, mainly via television, magazines, newspapers and mailing programs, and $1,116 was attributable to the increase in catalog printing costs. The Wholesale/US Nutrition segment's advertising increased $18,097 primarily due to an increase in advertising expenses for Rexall related products ($17,032) and other increases in advertising of Wholesale/US Nutrition related products ($1,065). Other segments' advertising variances were as follows: European Retail promotion and media increased $2,734 offset by decreases in advertising expenses for U.S. Retail $1,011 and Direct Response/Puritan's Pride $1,037. Investments in additional advertising and sales promotions are part of our strategic effort to increase long-term growth.

        Selling, general and administrative.    Selling, general and administrative expenses were $554,838 for fiscal 2004, an increase of $119,090, as compared with $435,748 for the prior comparable period. As a percentage of net sales, selling, general and administrative expenses were 33.6% and 36.5% in fiscal 2004 and fiscal 2003, respectively. Of the $119,090 increase, $43,068 was attributable to increased payroll costs mainly associated with new business acquisitions and general salary increases, $18,783 to increased rent expense and additional U.S. Retail and European Retail stores, $12,338 to increased freight costs mainly resulting from our efforts to generate faster product delivery to customers, $9,295 to increased insurance costs mainly associated with an increase in general insurance rates, $9,786 was attributable to increased depreciation and amortization expense as a result of acquisitions and an increase in capital expenditures, and $5,309 to increased professional and legal fees (including related accruals and settlements). The increase in the selling, general and administrative expenses by segment are as follows: Wholesale $44,795, European Retail $47,909 (of which $15,693 is attributed to foreign exchange translation), U.S. Retail $1,303, Direct Response/Puritan's Pride $2,275 and an increase in unallocated corporate expenses of $22,808.

        Interest expense.    The major components of interest expense were interest on our 8⁵/8% senior subordinated notes, and interest on our credit agreement used for acquisitions, capital expenditures and other working capital needs. Interest expense was $24,663 in fiscal 2004, an increase of $7,279, as compared with interest expense of $17,384 in fiscal 2003. Interest expense increased due to increased borrowings under our credit agreement we entered into in conjunction with the Rexall acquisition. On July 25, 2003, we entered into our prior credit agreement comprised of $375,000 senior secured credit facilities. This credit agreement consisted of a $100,000 revolving credit facility, a $50,000 term loan A and a $225,000 term loan B. Terms of our prior credit agreement were in many instances similar to the credit agreement. On December 19, 2003, we refinanced $224,000 of term B loans outstanding under our July 2003 credit agreement with a new class of term C loans on more favorable terms of LIBOR plus 2%. Costs of approximately $500 were paid on December 19, 2003, in connection with this debt refinancing, which will be amortized until term C's maturity of approximately six years. By March 31, 2004, we had fully repaid term loan A and at September 30, 2004, only borrowings of $155,531 under term loan C were outstanding. A stand-by letter of credit of $18 was outstanding under the revolving credit facility at September 30, 2004. Interest rates charged on borrowings can vary depending on the interest rate option utilized. Options for the rate can either be the Alternate Base Rate or LIBOR plus applicable margin. At September 30, 2004 the annual borrowing rate for term loan C approximated 3.75%.

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        Bond investment write down.    During fiscal 2003, other-than-temporary impairment write downs of $4,084 were charged against income and related to our investment in high yield, less than investment grade corporate debt securities. On September 4, 2003, the bond issuer declared bankruptcy; as a result, we determined that the decline in fair value was permanent. We sold all of our investment in bonds during the 2004 fiscal first quarter at no further gain or loss.

        Miscellaneous, net.    Miscellaneous, net was $4,125 and $5,424 for fiscal 2004 and fiscal 2003, respectively. The $1,299 decrease was primarily attributable to increases in net losses on sale of property, plant and equipment ($1,862) and a decrease in investment income ($1,301) offset by increases due to exchange rate fluctuations ($915) and other miscellaneous increases ($949).

        Income taxes.    Our income tax expense is impacted by a number of factors, including federal taxes, our international tax structure, state tax rates in the jurisdictions where we conduct business, and our ability to utilize state tax credits that will begin to expire in 2013. The effective income tax rate for fiscal 2004 was 33.8%, compared to 29.1% for fiscal 2003. The prior year effective income tax rate was lower than the current year principally due to the fact that we recorded an $8,275 after-tax benefit to record foreign tax credits. The effective income tax rates were less than the U.S. federal statutory tax rate primarily due to the enhanced tax structure of foreign subsidiaries. This tax structure should also continue to impact future fiscal years. Therefore our overall effective income tax rate should vary.

        Net income.    After income taxes, we had net income for fiscal 2004 of $111,849 (or basic and diluted earnings per share of $1.67 and $1.62, respectively), compared with $81,585 (or basic and diluted earnings per share of $1.23 and $1.19, respectively) for fiscal 2003, an increase of $30,264. Net income during the fiscal year ended September 30, 2003 included the discontinued product charge of $3,191 and the bond investment write down of $2,896, after tax, or $0.05 and $0.04 basic and diluted earnings per share, respectively.

Seasonality

        Although we believe that our business is not seasonal in nature, historically, we have experienced, and expect to continue to experience, a substantial variation in our net sales and operating results from quarter to quarter. We believe that the factors which influence this variability of quarterly results include general economic and industry conditions that affect consumer spending, changing consumer demands and current news on nutritional supplements, the timing of our introduction of new products, promotional program incentives offered to customers, the timing of catalog promotions, the level of consumer acceptance of each new product, the seasonality of the markets in which we participate, and actions of competitors. Accordingly, a comparison of our results of operations from consecutive periods is not necessarily meaningful, and our results of operations for any period are not necessarily indicative of future performance. Additionally, we may experience higher net sales in a quarter depending upon when we have engaged in significant promotional activities.

Off-balance sheet arrangements

        We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, except for the financing commitments previously discussed.

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Liquidity and capital resources

        Our primary sources of liquidity and capital resources are cash generated from operations and a $125,000 revolving credit facility maintained by us under our credit agreement. On August 1, 2005, in connection with our acquisition of Solgar, we amended and restated our credit agreement by adding a new term loan A of $120,000 and increasing our existing revolving credit facility from $100,000 to $125,000. Please see below for further discussion regarding our credit agreement. Our principal uses of cash have been to finance working capital, facility expansions, acquisitions, capital expenditures and debt service requirements. We anticipate these uses will continue to be our principal uses of cash in the future.

        The following table sets forth, for the years indicated, our net cash flows provided by (used in) operating, investing and financing activities, our period-end cash and cash equivalents and other operating measures:

	Fiscal years ended September 30,
	2003			2004			2005
Cash flow provided by operating activities	$	111,532		$	119,936		$	85,848
Cash flow used in investing activities	$	(323,285	)	$	(37,477	)	$	(250,541	)
Cash flow provided by (used in) financing activities	$	233,435		$	(115,719	)	$	210,333
Cash and cash equivalents at end of period	$	49,349		$	21,751		$	67,282
Days sales outstanding		59			65			56
Inventory turnover		2.25x			2.39x			2.22x

        As of September 30, 2005, working capital was $475,728, compared with $359,847 as of September 30, 2004, an increase of $115,881. The increase in working capital was primarily due to acquisitions during the current fiscal year ($52,020) as well as increases in current assets including cash and inventories and decreases in accounts payable, offset partially by a decrease in accounts receivable, deferred income taxes, prepaid and other current assets and an increase in current portion of long-term debt and accrued expenses. Accounts receivable decreased due to increased collections. The number of average days' sales outstanding (on wholesale net sales) at September 30, 2005, was 56 days, compared with 65 days at September 30, 2004. Inventory levels increased as a result of acquisitions during the current fiscal year ($41,712) and to ensure supply of our joint care products, including Osteo Bi-Flex®, Flex-a-Min® and Knox NutraJoint®, as well as to ensure adequate raw material supplies for other popular items in short supply. The inventory turnover rate was approximately 2.22 times during the fiscal year ended September 30, 2005 compared with 2.39 times during the prior comparable period primarily due to the increased inventory levels. Prepaid and other current assets decreased primarily due to the sale of the Rexall building previously held for sale at September 30, 2004 ($10,508).

        We monitor current and anticipated future levels of cash and cash equivalents in relation to anticipated operating, financing and investing requirements. Cash and cash equivalents totaled $67,282 and $21,751 at September 30, 2005 and 2004, respectively. At September 30, 2005, approximately $36,369 of our cash and cash equivalents were held by our foreign subsidiaries. These funds are subject to U.S. income taxation on repatriation to the U.S. We currently repatriate all earnings from our foreign subsidiaries where permitted under local law. We generated cash from operating activities of $85,848, $119,936 and $111,532 in fiscal 2005, 2004 and 2003, respectively. The overall decrease in cash provided by operating activities during fiscal 2005 was mainly attributable to decreased net income and changes in other operating assets and liabilities, offset by non-cash charges.

        Cash used in investing activities was $250,541, $37,477 and $323,285 in fiscal 2005, 2004 and 2003, respectively. Fiscal 2005 cash used in investing activities consisted primarily of the purchase of property, plant and equipment ($71,516, of which $19,624 was attributable to a new distribution facility in

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Hazelton, Pennsylvania) and $14,973 was attributable to a new manufacturing facility in Augusta, Georgia), cash paid for acquisitions (Le Naturiste, SISU and Solgar), net of cash acquired ($131,397), the purchase of auction rate securities ($39,900), the purchase of industrial revenue bonds ($14,973), cash paid in connection with the Rexall acquisition dispute settlement ($12,794) and the purchase of intangible assets ($563), offset by proceeds from the sale of property, plant and equipment held for sale ($9,950) mainly due to the sale of the Rexall building, proceeds from the sale of certain business assets of FSC, a Manchester, U.K. based wholesale operation which sold products to health food stores and pharmacies ($5,766), cash settlement received from the GNC (UK) purchase price dispute ($4,558), proceeds from the sale of property, plant and equipment ($298) and proceeds from the sale of a trademark ($30).

        Fiscal 2004 cash used in investing activities consisted primarily of purchases of property, plant and equipment ($42,700), partially offset by proceeds from the sale of property, plant and equipment ($1,065) and proceeds from the sale of investment in bonds ($4,158).

        Fiscal 2003 cash used in investing activities consisted primarily of net cash paid for the Rexall, De Tuinen, FSC and GNC (UK) businesses ($289,676), as well as the purchase of property, plant and equipment ($37,510), partially offset by proceeds from the sale of property, plant and equipment ($1,498), and cash received that was previously held in escrow from the fiscal 2001 acquisitions of Global Health Sciences ($1,850) and NatureSmart ($553).

        Net cash provided by (used in) financing activities was $210,333, ($115,719) and $233,435 in fiscal 2005, 2004 and 2003, respectively. Fiscal 2005 net cash flows provided by financing activities included proceeds from our offering of notes, net of discount ($198,234), proceeds from sale-leaseback ($14,973), proceeds from borrowings under long-term debt agreements ($132,950), net proceeds from borrowing under the revolving credit facility ($6,000) and the exercise of stock options ($225), offset by principal payments under long-term debt agreements ($138,544), payments related to the costs in connection with our offering of notes ($3,329) and the purchase of treasury stock ($176).

        Fiscal 2004 net cash flows used in financing activities included principal payments under long-term debt agreements ($117,100) and payments related to financing fees ($500), partially offset by proceeds from the exercise of stock options ($1,881).

        Fiscal 2003 net cash flows provided by financing activities included proceeds from borrowing under long-term debt agreements ($275,000) and proceeds from the exercise of stock options ($1,146), partially offset by principal payments under long-term debt agreements ($35,211), and payments related to financing fees ($7,500).

        We believe our sources of cash will be sufficient to fund our operations and meet our cash requirements to satisfy our working capital needs, capital expenditure needs, outstanding commitments, and other liquidity requirements associated with our existing operations over the next 18 to 24 months. Our ability to fund these requirements and comply with financial covenants under our debt agreements will depend on our future operations, performance and cash flow and is subject to prevailing economic conditions and financial, business and other factors, some of which are beyond our control. In addition, as part of our strategy, we may pursue acquisitions and investments that are complementary to our business. Any material future acquisitions or investments will likely require additional capital and therefore, we cannot predict or assure that additional funds from existing sources will be sufficient for such future events.

Debt Agreements

        At September 30, 2005, we maintained senior secured credit facilities under our credit agreement consisting of a $125,000 revolving credit facility, which had borrowings outstanding of $6,000, a term loan C, which had borrowings outstanding of $138,163 and a term loan A, which had borrowings

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outstanding of $75,419. The revolving credit facility, term loan C and term loan A are scheduled to mature on July 24, 2008, July 24, 2009 and August 1, 2010, respectively. Virtually all of our assets are collateralized under the credit agreement. Under the credit agreement, we are obligated to maintain various financial ratios and covenants that are typical for such facilities.

        In September 2005, we issued 10-year 7¹/8% senior subordinated notes due 2015, or 7¹/8% Notes. The 7¹/8% Notes are unsecured and subordinated in right of payment for all of our existing and future indebtedness. The 7¹/8% Notes are subject to redemption, at our option, in whole or in part, at any time on or after October 1, 2010, and prior to maturity at certain fixed redemption prices plus accrued interest. In addition, on or prior to October 1, 2008, we may redeem in the aggregate up to 35% of the 7¹/8% notes with the net cash proceeds received by us from certain types of equity offerings, at a redemption value equal to 107.125% of the principal amount plus accrued interest, provided that at least 65% of the aggregate principal amount of notes remain outstanding immediately after any such redemption. The notes do not have any sinking fund requirements. Interest is paid semi-annually on every April 1^st and October 1^st at the rate of 7¹/8% per annum. Interest payments relating to such debt approximates $14,250 per annum.

        On August 25, 2005, we initiated a cash tender offer, or Offer, for any and all of our $150,000 aggregate principal amount of the 8⁵/8% senior subordinated notes due 2007. The redemption price was equal to $1,000 per $1,000 principal amount of the 8⁵/8% notes validly tendered, plus accrued and unpaid interest to the redemption date. On September 23, 2005, we announced the expiration of the Offer with a total of $74,458 aggregate principal amount of the 8⁵/8% notes tendered, representing approximately 49.6% of the outstanding 8⁵/8% notes. On September 23, 2005, we accepted and paid for the $74,458 aggregate principal amount of 8⁵/8% notes tendered. On October 24, 2005, we redeemed the remaining $75,542 aggregate principal amount of the 8⁵/8% notes outstanding. On such date, we paid $706 representing the remaining accrued interest due to the 8⁵/8% note holders and recorded a charge of $802 to interest expense in the consolidated statements of income representing the unamortized portion of debt issuance costs and bond discount associated with the original issuance. Also, on October 24, 2005, we liquidated and utilized all of our investment in auction rate securities of $39,900 to pay such redemption.

        On August 31, 2005, we entered into a variable rate mortgage with JP Morgan Chase Bank, or variable rate mortgage, for a loan in the amount of $12,950 which is payable in monthly principal installments of $72 plus interest at LIBOR plus 1.5%. The mortgage matures on August 31, 2015, with the final payment of the then unpaid principal balance of approximately $4,317. On August 31, 2005, we entered into an interest rate swap agreement, or SWAP, to receive-variable (LIBOR), pay-fixed (4.71%) interest which effectively converted the $12,950 mortgage to fixed rate debt. We entered into this SWAP as a cash flow hedge in order to fix our interest payments on the mortgage. The differential paid or received on the interest rate swap agreement is recognized as an adjustment to interest. The SWAP, which expires August 2015 is amortizing so that the notional amount of the SWAP will decrease in tandem with the scheduled principal payments on the mortgage. We do not use derivative financial instruments for trading purposes.

        In accordance with SFAS 133, as amended by SFAS No. 138, we have formally documented the relationship between the interest rate swap (noted above) and the variable rate borrowings, as well as its risk management objective and strategy for undertaking the hedge transaction. This process includes linking the derivative which was designated as a cash flow hedge to the specific liability on the balance sheet. We will record the fair value change in the value of the Interest Rate Swap through Other Comprehensive Income, or OCI, net of tax, since we expect this hedging relationship to be highly effective, both at inception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving offsetting changes in fair value attributable to the hedged risk during the period that the hedge is designated. We determined that there will be no ineffectiveness in this hedging relationship since the hedged forecasted interest payments are based on the same notional

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amount, have the same reset dates, and are based on the same benchmark interest rate designated under the variable rate mortgage. We also assess, both at the hedge's inception and on an ongoing basis, whether the derivative used in the hedging transaction is highly effective in offsetting changes in the cash flows of the hedged item. At September 30, 2005, the SWAP liability was $65.

        On August 1, 2005, in connection with our acquisition of Solgar®, we amended and restated our credit agreement by adding a new term loan A of $120,000 and increasing our revolving credit facility from $100,000 to $125,000. Amendments were also made to certain covenants, such as eliminating the minimum fixed charge coverage ratio covenant and increasing the capital expenditures annual limitation from $50,000 to $75,000.

        Interest rates charged on borrowings under the credit agreement can vary depending on the interest rate option utilized. Options for the rate can either be the Alternate Base Rate or LIBOR plus applicable margin. At September 30, 2005 and 2004, the annual borrowing rate for term loan C approximated 5.875% and 3.75%, respectively. At September 30, 2005 the borrowing rate for the revolving credit facility and term loan A approximated 7.75% and 5.25%, respectively. Adjusted EBITDA, which is a factor utilized in calculating covenant ratios, is defined as net income, excluding the aggregate amount of all non-cash losses reducing net income, plus interest, taxes, depreciation and amortization. We are required to pay a commitment fee, which varies between .25% and .50% per annum, depending on our ratio of consolidated indebtedness to consolidated Adjusted EBITDA, on any unused portion of the revolving credit facility. Term loan C requires us to make quarterly principal installments of approximately $352 through June 30, 2008 and requires the last four quarterly principal installments to be balloon payments of approximately $33,572 beginning September 30, 2008. Term loan A requires us to make quarterly principal installments of approximately $2,828 beginning September 30, 2006 and requires the last four quarterly principal installments to be balloon payments of approximately $10,370 beginning September 30, 2009. The current portion of term loan C and term loan A at September 30, 2005 was $1,410 and $2,828, respectively.

        Utilizing our current borrowing rate of 5.875% at September 30, 2005, the estimated interest to be paid over the remaining life of term loan C approximates $27,348. Of such amount, interest of approximately $8,198 is expected to be paid within the next twelve months. Utilizing our current borrowing rate of 5.25% at September 30, 2005, the estimated interest to be paid over the remaining life of term loan A approximates $13,949. Of such amount, interest of approximately $4,014 is expected to be paid within the next twelve months. Since the interest rate on this debt is variable, the expected interest to be paid over the term of this loan is subject to revision as interest rates change. The interest rate charged for the term loan A and term loan C is reset quarterly and is equal to the 3-month LIBOR rate plus 1.5% for term loan A and the 3-month LIBOR rate plus 2% for term loan C.

        Under our credit arrangements, a number of covenants must be met, including, but not limited to, a minimum consolidated interest coverage ratio and a maximum leverage ratio. Adjusted EBITDA is a factor utilized in calculating all of the ratios mentioned. The specific covenants and related definitions can be found in the credit agreement, which has been previously filed with the SEC.

        SINCE EBITDA IS NOT A MEASURE OF PERFORMANCE CALCULATED IN ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"), IT SHOULD NOT BE CONSIDERED IN ISOLATION OF, OR AS A SUBSTITUTE FOR OR SUPERIOR TO, OTHER MEASURES OF FINANCIAL PERFORMANCE PREPARED IN ACCORDANCE WITH GAAP, SUCH AS OPERATING INCOME, NET INCOME AND CASH FLOWS FROM OPERATING ACTIVITIES. IN ADDITION, THE COMPANY'S DEFINITION OF EBITDA IS NOT NECESSARILY COMPARABLE TO SIMILARLY TITLED MEASURES REPORTED BY OTHER COMPANIES.

        We use Adjusted EBITDA as a supplementary non-GAAP liquidity measure to allow us to evaluate each of our operating segment's cash-generating ability to fund income tax payments,

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corporate overhead, capital expenditures and increases in working capital. Adjusted EBITDA is also used by us to allocate resources for growth among our segments, to evaluate our ability to service our debt and to raise capital for growth opportunities, including acquisitions. Covenants contained in the credit agreement are based on what we refer to herein as "Adjusted EBITDA". In addition, we use Adjusted EBITDA as a supplemental non-GAAP liquidity measure in financial presentations to our board of directors, shareholders, various banks participating in our credit facility, note holders and bond rating agencies, among others, to assist them in their evaluation of our cash flow. We use Adjusted EBITDA in conjunction with traditional GAAP liquidity measures as part of our overall assessment and therefore does not place undue reliance on Adjusted EBITDA as our only measure of cash flow. We believe Adjusted EBITDA is useful for both ourselves and investors as it is a commonly used analytical measurement for assessing a company's cash flow ability to service and/or incur additional indebtedness, by excluding the impact of certain non-cash items such as depreciation and amortization. Adjusted EBITDA has historically been used by our lenders to measure compliance with certain financial debt covenants, and we believe that Adjusted EBITDA provides a meaningful measure of liquidity and our ability to service our long-term debt and other fixed obligations. We believe that Adjusted EBITDA is specifically relevant to us due to our leveraged position as well as the common use of Adjusted EBITDA as a liquidity measure within our industries by lenders, investors and others in the financial community. We have included Adjusted EBITDA as a supplemental liquidity measure, which should be evaluated by investors in conjunction with the traditional GAAP liquidity measures discussed earlier in this Liquidity and capital resources section for a complete evaluation of our cash flow.

        The following table presents a reconciliation from net cash provided by operating activities, which is the most directly comparable GAAP liquidity measure, to Adjusted EBITDA:

	Fiscal years ended September 30,
	2003			2004			2005
Net cash provided by operating activities	$	111,532		$	119,936		$	85,848
Interest expense		17,384			24,663			26,475
Income tax provision		33,412			57,156			41,125
Changes in working capital and other liabilities		28,386			63,176			65,496
Asset impairments		1,117			2,603			11,204
Other		(12,566	)		(12,186	)		(14,924	)
Adjusted EBITDA	$	179,265		$	255,348		$	215,224

        Our credit arrangements, generally the indenture governing the 7¹/8% notes and the credit agreement, impose certain restrictions on us regarding capital expenditures and limit our ability to do any of the following: incur additional indebtedness, dispose of assets, make repayments of indebtedness or amendments of debt instruments, pay dividends or distributions, create liens on assets and enter into sale and leaseback transactions, investments, loans or advances and acquisitions. Such restrictions are subject to certain limitations and exclusions.

        In addition, a default under certain covenants in the indenture governing the notes and the credit agreement could result in the acceleration of our payment obligations under our credit agreement and the indenture and, under certain circumstances, in cross-defaults under other debt obligations. Any such defaults may have a negative effect on our liquidity.

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A summary of contractual cash obligations as of September 30, 2005 is as follows:

	Payments Due By Period
	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Long-term debt, excluding interest	$	509,126	$	80,922	$	67,311	$	153,665	$	207,228
Interest		189,681		28,036		52,802		35,911		72,932
Operating leases		509,065		86,392		149,402		101,985		171,286
Purchase commitments		40,453		40,453		—		—		—
Capital commitments		8,070		8,070		—		—		—
Employment and consulting agreements		3,802		2,632		1,170		—		—
Total contractual cash obligations	$	1,260,197	$	246,505	$	270,685	$	291,561	$	451,446

        We conduct retail operations under operating leases, which expire at various dates through 2030. Some of the leases contain escalation clauses, as well as renewal options, and provide for contingent rent based upon sales plus certain tax and maintenance costs. Future minimum rental payments (excluding real estate tax and maintenance costs) for retail locations and other leases that have initial or noncancelable lease terms in excess of one year at September 30, 2005 are noted in the above table. In connection with a February 7, 2005 letter from the Office of the Chief Accountant of the SEC to the American Institute of Certified Public Accountants expressing its views of existing accounting literature related to lease accounting, we have completed a review of our lease accounting policies. As a result of this review, no adjustments were required to be recorded to the consolidated financial statements.

        In August 2005, we entered into a sale-leaseback transaction pursuant to which we sold certain manufacturing assets and our manufacturing facility located in Augusta, Georgia for a total purchase price of $14,973. The purchase price consisted of $14,973 in cash which was simultaneously invested and is subject to an Industrial Revenue Bonds financing agreement. This agreement is intended to permit counties to attract business investment by offering property tax incentives. In accordance with Georgia law, we entered into this sale-leaseback agreement with Richmond County, or the County, and acquired an Industrial Development Revenue Bond. The arrangement is structured so that our lease payments to the County equal and offset the County's bond payments to us. The bond is non-recourse to the County, our lease payments are pledged to secure repayment of the bond, and the lease and bond provide for the legal right of offset. Consequently, in accordance with Financial Interpretation No. 39, "Offsetting of Amounts Related to Certain Contracts," the investment and lease obligation related to this arrangement have been offset in our Consolidated Balance Sheets. The agreement has a maximum expiration date of 2025. Under the terms of the agreement, we must annually submit information regarding the value of the machinery and equipment in service in the county. If we had not entered into this transaction, property tax payments would have been higher. We can reacquire such property and terminate the agreement at a nominal price of $1 and, accordingly, the subject property is included in property, plant, and equipment in the consolidated balance sheet. If we elect to reacquire the subject property prior to the expiration of the arrangement, it may also be required to make certain adjusting property tax payments.

        We were committed to make future purchases for inventory related items, such as raw materials and finished goods, under various purchase arrangements with fixed price provisions aggregating approximately $40,453 at September 30, 2005. During fiscal 2005, one supplier individually represented greater than 10% of our raw material purchases. Due to the numerous alternative suppliers available, we do not believe that the loss of this or any other single supplier would have a material adverse effect on our consolidated financial condition or results of operations.

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        We had approximately $4,314 in open capital commitments at September 30, 2005, primarily related to manufacturing equipment as well as to computer hardware and software. Also, we have an $3,756 commitment for an expansion of the softgel facility which is expected to be completed within one year.

        We have employment agreements with two of our executive officers. The agreements, entered into in October 2002, each have a term of five years and are automatically renewed each year thereafter unless either party notifies the other to the contrary. These agreements provide for minimum salary levels and contain provisions regarding severance and change in our control. The annual commitment for salaries to these two officers as of September 30, 2005 was approximately $1,170. In addition, five members of Holland & Barrett's, or H&B, senior executive staff have service contracts terminable by us upon twelve months' notice. The aggregate commitment for such H&B executive staff as of September 30, 2005 was approximately $1,349.

        We maintain a consulting agreement with Rudolph Management Associates, Inc. for the services of Arthur Rudolph, a director. The consulting fee (which is paid monthly) is fixed by the board of directors, provided that in no event will the consulting fee be at a rate lower than $450 per year. In addition, Mr. Rudolph receives certain fringe benefits accorded to other of our executives.

        We have grown through acquisitions, and expect to continue seeking to acquire entities in similar or complementary businesses. Such acquisitions are likely to require the incurrence and/or assumption of indebtedness and/or obligations, the issuance of equity securities or some combination thereof. In addition, we may from time to time determine to sell or otherwise dispose of certain of our existing assets or businesses; we cannot predict if any such transactions will be consummated, nor the terms or forms of consideration which might be required in any such transactions.

Related party transactions

        We have had, and in the future may continue to have, business transactions with individuals and firms affiliated with certain of our directors and officers. Each such transaction has been in the ordinary course of our business.

        During fiscal 2005, the following transactions occurred:

        Gail Radvin, Inc., a corporation wholly-owned by Gail Radvin, received sales commissions from us totaling $693. Gail Radvin is the sister of Arthur Rudolph (a director) and the aunt of Scott Rudolph (our Chairman and Chief Executive Officer).

        We paid $450 to Rudolph Management Associates, Inc., pursuant to the Consulting Agreement between us and Rudolph Management Associates, Inc. Mr. Arthur Rudolph, a director and the father of Scott Rudolph (our Chairman and Chief Executive Officer), is the President of Rudolph Management Associates, Inc. In addition, Arthur Rudolph received certain fringe benefits accorded to other of our executives.

        Certain members of the immediate families (as defined in Rule 404 of Regulation S-K) of Arthur Rudolph, Scott Rudolph and Michael Slade (each a director) are employed by us. During fiscal 2005, these immediate family members received aggregate compensation and fringes from us totaling approximately $1,152 for services rendered by them as our employees.

Inflation

        Inflation affects the cost of raw materials, goods and services used by us. In recent years, inflation has been modest. However, high oil costs can affect the cost of all raw materials and components. The competitive environment somewhat limits our ability to recover higher costs resulting from inflation by raising prices. Although we cannot precisely determine the effects of inflation on our business, it is our

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belief that the effects on revenues and operating results have not been significant. We seek to mitigate the adverse effects of inflation primarily through improved productivity and strategic buying initiatives. We do not believe that inflation has had a material impact on our results of operations for the periods presented, except with respect to payroll-related costs, insurance premiums, and other costs arising from or related to government-imposed regulations.

Financial covenants and credit rating

        Our credit arrangements impose certain restrictions on us regarding capital expenditures and limit our ability to incur additional indebtedness, dispose of assets, make repayments of indebtedness or amendments of debt instruments, pay distributions, create liens on assets and enter into sale and leaseback transactions, investments, loans or advances and acquisitions. Such restrictions could limit our ability to respond to market conditions, to provide for unanticipated capital investments or to take advantage of business or acquisition opportunities.

        At September 30, 2005, credit ratings were as follows:

Credit Rating Agency	71/8% Notes	Credit Agreement	Overall
Standard and Poors	B+	BB	BB
Moody's	B1	Ba2	—

New accounting developments

        In October 2005, the Financial Accounting Standards Board, or FASB, issued Staff Position FAS 13-1, "Accounting for Rental Costs Incurred during a Construction Period," which requires rental costs associated with ground or building operating leases that are incurred during a construction period to be recognized as rental expense. This Staff Position is effective for reporting periods beginning after December 15, 2005, and retrospective application is permitted but not required. The adoption of this statement is not expected to have a significant effect on our consolidated financial position or results of operations since we currently expenses such costs.

        In June 2005, the Emerging Issues Task Force modified its consensus on Issue No. 04-10, "Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds." This guidance creates stricter standards for aggregating operating segments that do not meet the quantitative thresholds provided within Statement of Financial Accounting Standards, or SFAS, 131, "Disclosures About Segments of an Enterprise and Related Information." The guidance became effective for fiscal years ending after September 15, 2005. The adoption of this guidance did not impact the presentation of our reportable segments.

        In June 2005, the FASB issued an exposure draft of a proposed standard entitled "Business Combinations—a replacement of FASB Statement No. 141." The proposed standard, if adopted, would provide new guidance for evaluating and recording business combinations and would be effective on a prospective basis for business combinations whose acquisition dates are on or after January 1, 2007. Upon issuance of a final standard, which is expected in 2006, we will evaluate the impact of this new standard and its effect on the process for recording business combinations.

        In May 2005, the FASB, issued SFAS No. 154, "Accounting Changes and Error Corrections," which replaces Accounting Principles Board, or APB, Opinion No. 20, "Accounting Changes," and FASB Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements." APB Opinion No. 20 had required that changes in accounting principles be recognized by including the cumulative effect of the change in the period in which the new accounting principle was adopted. SFAS No. 154 requires retrospective application of the change to prior periods' financial statements, unless it is impracticable to determine the period-specific effects of the change. The FASB identified the reason for the issuance of SFAS No. 154 to be part of a broader attempt to eliminate differences with the

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International Accounting Standards Board, or IASB. The Statement is effective for fiscal years beginning after December 15, 2005. We are required to adopt this Statement starting in our fiscal 2007 reporting period. We do not anticipate that the adoption of SFAS No. 154 will have a significant impact on our consolidated financial position or results of operations.

        In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations," or FIN 47. FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. We will adopt FIN 47 beginning the first quarter of fiscal 2006 and do not believe the adoption will have a material impact on our consolidated financial position or results of operations.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions," or SFAS 153. The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 did not have a significant impact on our consolidated financial position or results of operations.

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" an amendment of Accounting Research Bulletin, or ARB, No. 43, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, SFAS 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. Companies are required to adopt the provisions of SFAS 151 for fiscal years beginning after June 15, 2005. We will adopt SFAS 151 beginning the first quarter of fiscal year 2006 and do not believe the adoption will have a material impact on our consolidated financial position or results of operations as such costs have historically been expensed as incurred.

        In October 2004, the American Jobs Creation Act of 2004, or Act, became effective in the U.S. Two provisions of the Act may impact our provision for income taxes in future periods, namely those related to the Qualified Production Activities Deduction, or QPA, and Foreign Earnings Repatriation, or FER. As discussed further below, we have analyzed the Act and determined that we will repatriate funds in accordance with the FER provision during the fiscal year ending September 30, 2006.

•

The QPA will be effective for our U.S. federal tax return year beginning after September 30, 2005. In summary, the Act provides for a percentage deduction of earnings from qualified production activities, as defined, commencing with an initial deduction of three percent for tax years beginning in 2005 and increasing to nine percent for tax years beginning after 2009. However, the Act also provides for the phased elimination of the Extraterritorial Income Exclusion provisions of the Internal Revenue Code, which have previously resulted in tax benefits to us. Due to the interaction of the provisions noted above as well as the particulars of our tax position, the ultimate effect of the QPA on our future provision for income taxes is not deemed to be significant. The FASB issued FASB Staff Position FAS 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, or FSP 109-1, in

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December 2004. FSP 109-1 requires that tax benefits resulting from the QPA should be recognized no earlier than the year in which they are reported in the entity's tax return, and that there is to be no revaluation of recorded deferred tax assets and liabilities as would be the case had there been a change in an applicable statutory rate.

•

The FER provision of the Act provides generally for a one-time 85 percent dividends received deduction for qualifying repatriations of foreign earnings to the U.S. Qualified repatriated funds must be reinvested in the U.S. in certain qualifying activities and expenditures, as defined by the Act. In December 2004, the FASB issued FASB Staff Position FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004, or FSP 109-2. FSP 109-2 allows additional time for entities potentially impacted by the FER provision to determine whether any foreign earnings will be repatriated under said provisions. We have completed our evaluation of the application of the FER provision and determined that we will realize a benefit by repatriating funds in accordance with the FER provision. As such, we have developed a Domestic Reinvestment Plan to reinvest the repatriated funds in the U.S. in qualifying activities, pursuant to the terms of the FER provision and subsequent guidance issued by the IRS. This plan calls for the repatriation of up to $100 million during the fiscal year ending September 30, 2006. A portion of the repatriation includes foreign earnings related to the fiscal year ended September 30, 2005 and to earlier fiscal years. We have recorded a net benefit of $884 on the unremitted earnings from the fiscal year ended September 30, 2005 and earlier fiscal years as a result of the FER provision. The majority of the repatriation is expected to come from projected foreign earnings for the fiscal year ending September 30, 2006. It is impractical to calculate the exact amount of earnings and exact tax impact that we may realize from the repatriation of 2006 earnings. As such, no incremental tax impact has been recorded with respect to these earnings.

Quantitative and qualitative disclosure about market risk

        We are subject to currency fluctuations, primarily with respect to the British pound, the Euro and the Canadian dollar, and interest rate risks that arise from normal business operations. We regularly assess these risks. As of September 30, 2005, we had not entered into any significant hedging transactions other than the cash flow hedge discussed below.

        We have subsidiaries whose operations are denominated in foreign currencies (primarily the British pound, the Euro and the Canadian dollar). We consolidate the earnings of our international subsidiaries by translating them into U.S. dollars in accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation" (SFAS 52). The statements of income of our international operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar weakens against foreign currencies, the remeasurement of these foreign currencies denominated transactions results in increased net sales, operating expenses and net income. Similarly, our net sales, operating expenses and net income will decrease when the U.S. dollar strengthens against foreign currencies.

        The U.S. dollar volume of net sales denominated in foreign currencies was approximately $596,691, or 34.3% of total net sales, for fiscal 2005. During fiscal 2005, the U.S. dollar weakened approximately 3% against the foreign currencies, as compared to the prior comparable period, resulting in an increase in net sales of approximately $16,003 and an increase in operating income of approximately $3,343 for fiscal 2005. The related impact on basic and diluted earnings per share was $0.03 for the same period. We estimate that a 10% change in the average foreign currencies exchange rates would have impacted our operating income by approximately $10,618.

        To manage the potential loss arising from changing interest rates and its impact on long-term debt, our policy is to manage interest rate risks by maintaining a combination of fixed and variable rate

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financial instruments. On August 31, 2005, we entered into an interest rate swap agreement, or SWAP, to receive variable rate interest (LIBOR), and pay fixed rate interest (4.71%) which effectively converted our $12,950 mortgage to fixed rate debt. We entered into this SWAP as a cash flow hedge in order to fix our interest payments on the mortgage. The SWAP, which expires August 2015 is amortizing so that the notional amount of the SWAP will decrease in tandem with the schedule principal payments on the mortgage. We believe that a significant fluctuation in interest rates in the near future will not have a material impact on our consolidated financial statements.

        We are exposed to changes in interest rates on our floating rate credit agreement and fixed rate notes. At September 30, 2005, based on a hypothetical 10% decrease in interest rates related to our fixed rate notes, we estimate that the fair value of our fixed rate debt would have increased by approximately $6,930. Conversely, based on a hypothetical 10% increase in interest rates related to our fixed rate notes at September 30, 2005, we estimate that the fair value of our fixed rate debt would have decreased by approximately $6,450. At September 30, 2005 and September 30, 2004, we had borrowings outstanding under our credit agreement of $219,582 and $155,531, respectively. A hypothetical 10% change in interest rates would not have a material effect on our consolidated pretax income or cash flow.

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BUSINESS

General

        We are a leading vertically integrated manufacturer, marketer, distributor and retailer of a broad line of high quality, value-priced nutritional supplements in the U.S. and throughout the world. Under a number of our and third-party brands, we offer over 22,000 products, including vitamins, minerals, herbs, sports nutrition products, diet aids and other nutritional supplements. Some of our brands include Nature's Bounty®, Vitamin World®, Puritan's Pride®, Holland & Barrett®, Rexall®, Sundown®, Solgar®, MET-Rx®, WORLDWIDE Sport Nutrition®, American Health®, GNC (UK)®, De Tuinen®, Le Naturiste™ and SISU®. We have continued to grow through our marketing practices and through a series of strategic acquisitions. Our total revenue and Adjusted EBITDA for fiscal 2005 were approximately $1.7 billion and $215 million, respectively.

Our strengths

        Innovative New Product Introduction.    We have consistently been among the first in the industry to introduce innovative products in response to new studies, research and consumer preferences. Given the changing nature of consumer demand for new products and the continued publicity about the importance of vitamins, minerals and nutritional supplements in the promotion of general health, as well as the growing number of overweight consumers, we believe that we will continue to maintain our core customer base and attract new customers based upon our ability to rapidly respond to consumer demand with high quality, value-oriented products.

        Success in Executing and Integrating Strategic Acquisitions.    In the normal course of our business, we seek acquisition opportunities, both in the U.S. and internationally, of companies which complement or extend our existing product lines, increase our market presence, expand our distribution channels and/or are compatible with our business philosophy. We have successfully acquired over 30 companies and/or businesses since 1986, which has enabled us to significantly expand our product lines and distribution reach. On February 25, 2005, we acquired Le Naturiste Jean-Marc Brunet, a chain of 103 retail stores located throughout Quebec, Canada in the business of developing, packaging, marketing and retailing an in-house range of private-label health and natural products. On June 8, 2005, we acquired SISU, Inc., a Canadian-based manufacturer and distributor of a premium line of vitamins and supplements. On August 1, 2005, we acquired Solgar, a manufacturer and distributor of premium-branded nutritional supplements, including multivitamins, minerals, botanicals and specialty formulas designed to meet the specific needs of men, women, children and seniors. See "Prospectus summary—Recent developments." We continue to evaluate acquisition opportunities across the industry and around the world.

        Diversified Cash Flow.    The size and diversity of our product portfolio, variety of distribution channels, and favorable demographics of the supplements industry provide us with diversified cash flows. We offer over 22,000 products through our many brands and four distribution channels which enable us to reach multiple end markets primarily in the U.S., Canada and Europe. This diversity reduces our reliance on any single product or market within our portfolio.

        Experienced Management Team.    Our management team has extensive experience in the nutritional supplement industry and has developed long-standing relationships with our suppliers and customers. Our executive officers have an average of over 20 years in our industry.

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Our strategy

        We target the growing value-conscious consumer segment by offering high-quality products at a value price. Our objectives are to increase sales, improve manufacturing efficiencies, increase profitability and strengthen our market position through the following key strategies:

        Expand Existing Channels of Distribution.    Specific plans to expand channels of distribution include:

        Increase Wholesale Sales in the U.S. and in Foreign Markets.    We expect to strengthen our wholesale business by continuing to increase our sales in food, drug and mass merchandising channels by:

•

increasing revenues derived from existing customers through strong promotional activities and the aggressive introduction of new and innovative products;



•

increasing shelf space in major retailers;



•

leveraging the advertising and promotion of our major specialty brands, such as Osteo-Bi-Flex®, MET-Rx®, Flex-A-Min® and Knox®; and



•

continuing to increase our private-label revenue with new customers and timely product introductions. In addition, we continue to form new distribution alliances throughout the world for our products.

        Increase Direct Response/Puritan's Pride Sales.    We expect to continue to strengthen our leading position in the e-commerce/direct response business by:

•

improving automated picking and packing to fulfill sales order requests with greater speed and accuracy;



•

increasing manufacturing capability to quickly introduce and deliver new products in response to customer demand;



•

testing new and more frequent promotions to further improve response rates; and



•

promoting our Internet websites.

        We also intend to continue our strategy of acquiring the customer lists, brand names and inventory of other mail order companies which have similar or complementary products which we believe can be efficiently integrated into our own operations without adding substantial overhead expenses.

        Increase Retail Sales in North America.    We intend to continue to focus on the development of a nationwide chain of retail stores in the U.S. and Canada. To that end, at September 30, 2005, we operated 542 Vitamin World® and Nutrition Warehouse® retail stores located in regional and outlet malls throughout the U.S. and 101 Le Naturiste retail stores throughout Quebec, Canada. We have added approximately 55 retail stores in the U.S. since October 1, 2003, or approximately 10% of the total number of U.S. stores in operation at September 30, 2005. In addition, on February 25, 2005, we acquired the Canadian Le Naturiste chain of retail stores. New stores historically do not have the same high customer traffic as more mature stores. During fiscal 2005, we operated 15 fewer Vitamin World stores than in the fiscal year ended September 30, 2004. Although we plan to open new stores during the 2006 fiscal year, we may close up to 10% of our existing Vitamin World stores during that time. More than 70 Vitamin World retail store leases expire during the 2006 fiscal year, and in an effort to improve Vitamin World's profitability, any store whose lease cannot be renegotiated for more favorable terms may be closed when its lease lapses.

        Our Savings Passport Card, a customer loyalty program, which increases customer traffic and provides incentives to purchase at Vitamin World, has continued to be successful since its introduction

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in 2000. At the end of fiscal 2005, we had approximately 5.9 million Savings Passport Card members. This program is an additional tool for us to track customer preferences and purchasing trends.

        Increase Retail Sales in the U.K., Ireland and Europe.    We continue our strategy of selectively expanding the number of our Holland & Barrett stores located throughout the U.K. At September 30, 2005, there were 494 Holland & Barrett® and 16 Nature's Way® stores operating in the U.K. and Ireland. In fiscal 2005, Nature's Way opened three new stores and Holland & Barrett opened 13 new stores and converted one GNC (UK) retail stores to a Holland & Barrett store. We project that, during the next fiscal year, we will open as many as 20 additional new retail stores in the U.K. and Ireland.

        At September 30, 2005, there were 35 GNC (UK) retail stores operating in the U.K. and 67 De Tuinen retail stores operating in the Netherlands. We continue to evaluate opportunities to open additional GNC (UK) stores in the U.K. and De Tuinen stores in Europe.

        Enhance Vertical Integration.    We believe that our vertical integration gives us a significant competitive advantage by allowing us to:

•

maintain higher quality standards while lowering product costs, which can be passed on to the customer as lower prices;



•

more quickly respond to scientific and popular reports and consumer buying trends;



•

more effectively meet customer delivery schedules;



•

reduce dependence upon outside suppliers; and



•

improve overall operating margins.

        We continually evaluate ways to further enhance our vertical integration by leveraging manufacturing, distribution, purchasing and marketing capabilities, and otherwise improving the efficiency of our operations.

        Build Infrastructure to Support Growth.    We have technologically advanced, state-of-the-art manufacturing and production facilities, with total production capacity of approximately 41 billion tablets, capsules and softgels per year. In July 2005, we completed the construction of a new distribution facility in Hazelton, Pennsylvania at a cost of approximately $20 million. During fiscal 2004, we began the expansion of our softgel facility in Bayport, New York, which we anticipate will be completed in fiscal 2006 at a projected cost of approximately $21 million. As a result of this expansion, the Bayport facility will be able to produce approximately 9 billion tablets, capsules and softgels per year. This facility will increase manufacturing capacity by approximately 60%. In addition, we also acquired a 400,000 square-foot facility in Augusta, Georgia for approximately $11 million on July 1, 2005. We regularly evaluate our operations and make investments in building infrastructure, as necessary, to support our continuing growth.

Operating segments

        We are vertically integrated in that we purchase raw materials, formulate and manufacture our products and then market our products through our four channels of distribution: Wholesale/US Nutrition, North American Retail, European Retail and Direct Response/Puritan's Pride. In addition, we design and build certain equipment that we use to manufacture our products. We manufacture the vast majority of the nutritional supplements we sell.

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        The following table sets forth the percentage of net sales for each of our operating segments:

	Fiscal years ended September 30,
	2003		2004		2005
Wholesale/US Nutrition	35	%	44	%	43	%
North American Retail/Vitamin World	18	%	13	%	13	%
European Retail/Holland & Barrett/GNC (UK)	30	%	30	%	33	%
Direct Response/Puritan's Pride	17	%	13	%	11	%
	100	%	100	%	100	%

        Further information about the financial results of each of these segments is found in Note 20 to our consolidated financial statements contained elsewhere in this prospectus.

        Wholesale/US Nutrition.    We market our products under various brand names to many channels of distribution, including mass merchandisers, as well as leading drug store chains and supermarkets, independent pharmacies, health food stores, health food store wholesalers and other retailers. The Nature's Bounty® and Sundown® brands are sold to mass merchandisers, as well as drug store chains, drug wholesalers, supermarket chains and wholesalers. We also sell directly to health food stores under our Solgar®, SISU® and Good 'N Natural® brands and sell products, including a specialty line of vitamins, to health food wholesalers under the brand name American Health®. We have expanded sales of our various products offered in this segment to many countries throughout Europe, Asia and Latin America.

        North American Retail.    At the end of fiscal 2005, we operated 542 retail stores located in regional and outlet malls throughout the U.S. under the Vitamin World® and Nutrition Warehouse® names and 101 retail stores under the Le Naturiste® name in Quebec, Canada. Each location carries a full line of our products under our brand names, as well as products manufactured by others. Through direct interaction between our personnel and the public at these retail locations, we are able to identify buying trends, customer preferences or dislikes, acceptances of new products and price trends in various regions of the United States, as well as Quebec, Canada. This information is useful in initiating sales programs and new product introductions for all of our segments.

        In addition to www.puritan.com and www.vitamins.com, we also maintain another website, www.vitaminworld.com, to accommodate customers who wish to purchase nutritional supplements on the Internet, or to find a conveniently located store to make purchases in person. This website provides the consumer with information concerning the products offered in our retail stores and an easy and effective way to purchase Vitamin World products through our e-commerce portal.

        European Retail.    Our European Retail sales are generated by Holland & Barrett and GNC (UK) stores in the U.K., Nature's Way stores in Ireland and De Tuinen stores in the Netherlands. Holland & Barrett is one of the leading nutritional supplement retailers in the U.K., with 494 locations in the U.K. at September 30, 2005. Holland & Barrett markets a broad line of nutritional supplement products, including vitamins, minerals and other nutritional supplements, as well as food products, including fruits and nuts, confectionery and other items. GNC (UK) operated 35 locations in the U.K. at September 30, 2005, specializing in the sale of vitamins, minerals and sports nutrition products. At September 30, 2005, there were 16 Nature's Way locations in Ireland selling a range of products similar to those offered by Holland & Barrett. With 67 locations in the Netherlands at September 30, 2005, De Tuinen is a leading retailer of health food products, selected confectionery, and lifestyle giftware. Nutritional supplement products manufactured by us accounted for approximately 32% of European Retail's total sales in fiscal 2005.

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        Direct Response/Puritan's Pride.    We offer, through mail order and Internet e-commerce, a full line of vitamins and other nutritional supplement products, as well as selected personal care items under our Puritan's Pride® brand names at prices which are generally at a discount from those of similar products sold in retail stores.

        Through our Puritan's Pride® brand, we are the leader in the U.S. direct response nutritional supplement industry with more than four million customers on our customer list, and response rates which we believe to be above the industry average. We intend to continue to attract new customers in our direct response operation through aggressive marketing techniques both in the U.S. and globally, and through selective acquisitions.

        In order to maximize sales per catalog and reduce mailing and printing costs, we regularly update our mail order list to include new customers and to eliminate those who have not placed an order within a designated period of time. In addition, in order to add new customers to our mailing lists and websites and to increase average order sizes, we place advertisements in newspaper supplements and conduct insert programs with other mail order companies. Our use of state-of-the-art equipment in our direct response operations, such as computerized mailing, bar-coded addresses and automated picking and packing systems enables us to fill each order typically within 24 hours of its receipt. This equipment and expertise allows us to lower our per customer distribution costs, thereby enhancing margins and enabling us to offer our products at lower prices than our competitors.

        Our www.puritan.com and www.vitamins.com websites provide a practical and convenient method for consumers wishing to purchase products that promote healthy living. Through these websites, consumers have access to the full line of more than 1,500 products which are offered through our Puritan's Pride® mail order catalog. Consumer orders are processed with the speed, economy and efficiency of our automated picking and packing system.

        For additional information regarding financial information about the geographic areas in which we conduct our business, see "Management's discussion and analysis of financial condition and results of operations" and the notes to our consolidated financial statements contained elsewhere in this prospectus.

Employees and advertising

        At September 30, 2005, we employed approximately 11,200 persons, including:

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2,476 sales associates located throughout the U.S. in our Vitamin World® and Nutrition Warehouse® retail stores;



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2,121 manufacturing, shipping and packaging associates throughout the U.S.;



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1,033 associates in administration throughout the U.S.;



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592 associates who sell to our wholesale distributors and customers;



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73 in-house advertising associates;



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3,646 associates in our Holland & Barrett operations, including: 3,215 retail associates, 256 associates in distribution, and 175 associates in administration;



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327 associates in our De Tuinen operations, including: 289 retail associates, and 38 associates in administration and warehousing;



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212 associates in GNC (UK) retail stores;



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95 associates in Nature's Way retail stores;

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349 associates in Le Naturiste operations, including: 298 retail associates, 7 associates in distribution, and 44 associates in administration; and



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279 associates in Direct Response operations.

        We also sell our products through commissioned sales representative organizations. We believe we have satisfactory employee and labor relations.

        For the fiscal years ended September 30, 2003, 2004 and 2005, we spent approximately $66 million, $85 million and $108 million, respectively, on advertising and promotions, including print, media and cooperative advertising. A significant portion of the increased advertising between fiscal 2003 and fiscal 2004 relates to additional promotions at the Rexall Sundown, Inc., or Rexall, operations, acquired by us in July 2003. The increased advertising between fiscal 2004 and fiscal 2005 reflects, in large part, our decision to aggressively promote some of our leading brands in an effort to capture larger market share. We create our own advertising materials through our in-house staff of associates. In the U.K. and Ireland, both Holland & Barrett and Nature's Way have run advertisements on television and in national newspapers, and conducted sales promotions. GNC (UK) and De Tuinen also advertise in newspapers and conduct sales promotions. In addition, Holland & Barrett and De Tuinen each publish their own magazines with articles and promotional materials. SISU advertises in trade journals and magazines and conducts sales promotions.

Manufacturing, distribution and quality control

        At September 30, 2005, we employed approximately 2,121 manufacturing, shipping and packaging associates throughout the U.S. Our manufacturing activities are conducted in New York, California, Illinois, Florida and New Jersey. In addition, during fiscal 2005, we completed construction of a 420,000 square-foot warehouse facility in Hazelton, Pennsylvania at a cost of approximately $20 million. During fiscal 2004, we began the expansion of our softgel facility in Bayport, New York, which we anticipate will be completed in fiscal 2006 at a projected cost of approximately $21 million. As a result of this expansion, the Bayport facility will be able to produce approximately nine billion tablets, capsules and softgels per year. All of our manufacturing operations are subject to Good Manufacturing Practice regulations, or GMPs, promulgated by the U.S. Food and Drug Administration, or FDA, and other applicable regulatory standards. We manufacture products for our four operating segments as well as for third parties. We believe that, generally, the capacity of our manufacturing and distribution facilities is adequate to meet the requirements of our current business and will be adequate to meet the requirements of anticipated increases in sales.

        We place special emphasis on quality control. All raw materials used in production are assigned a unique lot number and are initially held in quarantine, during which time our laboratory chemists assay the raw materials for compliance with established specifications. Once released, samples are retained and the material is processed according to approved formulas by mixing, granulating, compressing, encapsulating and sometimes coating operations. After the tablet or capsule is manufactured, laboratory technicians test its weight, purity, potency, disintegration and dissolution. Generally, when products such as vitamin tablets are ready for bottling, our automated equipment counts the tablets, inserts them into bottles, adds a tamper-resistant cap with an inner safety seal and affixes a label. We use computer-generated documentation for picking and packing for order fulfillment.

        Our manufacturing operations are designed to allow low-cost production of a wide variety of products of different quantities, sizes and packaging while maintaining a high level of customer service and quality. Flexible production line changeover capabilities and reduced cycle times allow us to respond quickly to changes in manufacturing schedules.

        Inventory control.    We have installed inventory control systems at our facilities that enable us to track each product as it is received from our supply sources through manufacturing and shipment to

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our customers. To facilitate this tracking, a significant number of products sold by us are bar coded. Our inventory control systems report shipping, sales and individual SKU level inventory information. We manage the retail sales process by monitoring customer sales and inventory levels by product category. We believe that our distribution capabilities enable us to increase flexibility in responding to the delivery requirements of our customers.

        Information from our point-of-sale computer system is regularly reviewed and analyzed by the purchasing staff to assist in making merchandise allocation and markdown decisions. We use an automated reorder system to maintain in-stock positions on key items. These systems provide us with the information needed to determine the proper timing and quantity of reorders.

        Financial reporting.    Our financial reporting systems provide us with detailed financial reporting to support our operating decisions and cost control efforts. These systems provide functions such as scheduling of payments, receiving of payments, general ledger interface, vendor tracking and flexible reporting options.

Research and development

        In the last three fiscal years, we did not expend material amounts for research and development of new products.

Competition; customers

        The market for nutritional supplement products is highly competitive. Competition is based primarily on price, quality and assortment of products, customer service, marketing support, and availability of new products. We believe we compete favorably in all of these areas.

        Our direct competition consists primarily of publicly and privately owned companies, which tend to be highly fragmented in terms of both geographical market coverage and product categories. We also compete with companies which may have broader product lines and/or larger sales volumes. Our products also compete with nationally advertised brand name products. Most of the national brand companies have resources greater than our resources.

        There are numerous companies in the vitamin and nutritional supplement industry selling products to retailers, including mass merchandisers, drug store chains, independent drug stores, supermarkets and health food stores. Many companies within the industry are privately held. Therefore, we are unable to precisely assess the size of all of our competitors or where we rank in comparison to such privately held competitors with respect to sales to retailers.

        During fiscal 2005, the following individual customers accounted for the following percentages of the Wholesale/US Nutrition segment's net sales, respectively:

Customer A	14	%
Customer B	15	%

        Customer A is primarily a supplier to Customer B. Therefore, the loss of Customer B would likely result in the loss of most of the net sales to Customer A. While no one customer represented, individually, more than 10% of our consolidated net sales for fiscal 2005, the loss of either one of these customers would have a material adverse effect on the Wholesale/US Nutrition segment if we were unable to replace such customer(s).

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        During fiscal 2005, the following individual customers accounted for 10% or more of the Wholesale/US Nutrition division's total gross accounts receivable:

Customer A	10	%
Customer C	10	%

        While no one customer represented, individually, more than 10% of our total gross accounts receivable, the loss of any of these customers would have a material adverse effect on the Wholesale/US Nutrition division if we were unable to replace such customer(s).

Government regulation

        United States.    The formulation, manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to regulation by federal agencies, including the FDA, the Federal Trade Commission, or FTC, the Postal Service, the Consumer Product Safety Commission, the Department of Agriculture, the Environmental Protection Agency, and also by various agencies of the states, localities and foreign countries in which our products are sold. In particular, the FDA, pursuant to the Federal Food, Drug, and Cosmetic Act, or FDCA, regulates the formulation, manufacturing, packaging, labeling, distribution and sale of dietary supplements, including vitamins, minerals and herbs, and of over-the-counter, or OTC, drugs, while the FTC regulates the advertising of these products, and the Postal Service regulates advertising claims with respect to such products sold by mail order.

        The FDCA has been amended several times with respect to dietary supplements, in particular by the Dietary Supplement Health and Education Act of 1994, or DSHEA. DSHEA established a new framework governing the composition and labeling of dietary supplements. With respect to composition, DSHEA defined "dietary supplements" as vitamins, minerals, herbs, other botanicals, amino acids and other dietary substances for human use to supplement the diet, as well as concentrates, constituents, extracts or combinations of such dietary ingredients. Generally, under DSHEA, dietary ingredients that were on the market before October 15, 1994 may be used in dietary supplements without notifying the FDA. However, a "new" dietary ingredient (i.e., a dietary ingredient that was "not marketed in the U.S. before October 15, 1994") must be the subject of a new dietary ingredient notification submitted to the FDA unless the ingredient has been "present in the food supply as an article used for food" without being "chemically altered." A new dietary ingredient notification must provide the FDA evidence of a "history of use or other evidence of safety" establishing that use of the dietary ingredient "will reasonably be expected to be safe." A new dietary ingredient notification must be submitted to the FDA at least 75 days before the initial marketing of the new dietary ingredient. There can be no assurance that the FDA will accept the evidence of safety for any new dietary ingredients that we may want to market, and the FDA's refusal to accept such evidence could prevent the marketing of such dietary ingredients. The FDA is in the process of developing guidance for the industry to clarify the FDA's interpretation of the new dietary ingredient notification requirements, and this guidance may raise new and significant regulatory barriers for new dietary ingredients. In addition, increased FDA enforcement could lead the FDA to challenge dietary ingredients already on the market as "illegal" under the FDCA because of the failure to file a new dietary ingredient notification.

        DSHEA permits "statements of nutritional support" to be included in labeling for dietary supplements without FDA pre-approval. Such statements may describe how a particular dietary ingredient affects the structure, function or general well-being of the body, or the mechanism of action by which a dietary ingredient may affect body structure, function or well-being (but may not state that a dietary supplement will diagnose, cure, mitigate, treat, or prevent a disease unless such claim has been reviewed and approved by the FDA). A company that uses a statement of nutritional support in labeling must possess evidence substantiating that the statement is truthful and not misleading. In some circumstances, it is necessary to disclose on the label that the FDA has not "evaluated" the statement,

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to disclose the product is not intended for use for a disease, and to notify the FDA about our use of the statement within 30 days of marketing the product. However, there can be no assurance that the FDA will not determine that a particular statement of nutritional support that a company wants to use is an unacceptable disease claim or an unauthorized version of a "health claim." Such a determination might prevent a company from using the claim.

        In addition, DSHEA provides that certain so-called "third-party literature," e.g., a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used "in connection with the sale of a dietary supplement to consumers" without the literature being subject to regulation as labeling. Such literature must not be false or misleading; the literature may not "promote" a particular manufacturer or brand of dietary supplement; and a balanced view of the available scientific information on the subject matter must be presented. There can be no assurance, however, that all third-party literature that we would like to disseminate in connection with our products will satisfy each of these requirements, and failure to satisfy all requirements could prevent use of the literature or subject the product involved to regulation as an unapproved drug.

        As authorized by DSHEA, the FDA has recently proposed GMPs specifically for dietary supplements. These new GMP regulations, if finalized (as predicted to occur in the near future), would be more detailed than the GMPs that currently apply to dietary supplements and may, among other things, require dietary supplements to be prepared, packaged and held in compliance with certain rules, and might require quality control provisions similar to those in the GMP regulations for drugs. There can be no assurance that, if the FDA adopts GMP regulations for dietary supplements, we will be able to comply with the new rules without incurring substantial expense.

        The FDA generally prohibits the use in labeling for a dietary supplement of any "health claim" (that is not authorized as a "statement of nutritional support" permitted by DSHEA) unless the claim is pre-approved by the FDA. There can be no assurance that some of the labeling statements that we would like to use will not be deemed by the FDA to be "unauthorized health or disease claims" that are not permitted to be used.

        Although the regulation of dietary supplements is in some respects less restrictive than the regulation of drugs, there can be no assurance that dietary supplements will continue to be subject to less restrictive regulation. Legislation has been periodically introduced in Congress, including in 2004 and 2005, to amend the FDCA to place more restrictions on the marketing of dietary supplements. In addition, Congress has been asked to consider various systems for pre-market and post-market review of dietary supplements to make the regulation of these products more like the regulation of drugs under the FDCA. The FDA regulates the formulation, manufacturing, packaging, labeling and distribution of OTC drug products pursuant to a "monograph" system that specifies active drug ingredients that are generally recognized as safe and effective for particular uses. If an OTC drug is not in compliance with the applicable FDA monograph, the product generally cannot be sold without first obtaining the FDA approval of a new drug application, a long and expensive procedure. There can be no assurance that, if more stringent statutes are enacted for dietary supplements, or if more stringent regulations are promulgated, we will be able to comply with such statutes or regulations without incurring substantial expense.

        The FDA has broad authority to enforce the provisions of the FDCA applicable to dietary supplements and OTC drugs, including powers to issue a public "warning letter" to a company, to publicize information about illegal products, to request a voluntary recall of illegal products from the market, and to request the Department of Justice to initiate a seizure action, an injunction action, or a criminal prosecution in the U.S. courts.

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        The FTC exercises jurisdiction over the advertising of dietary supplements. In recent years, the FTC has instituted numerous enforcement actions against dietary supplement companies for failure to adequately substantiate claims made in advertising or for the use of false or misleading advertising claims. These enforcement actions have often resulted in consent decrees and the payment of civil penalties and/or restitution by the companies involved. We are currently subject to FTC consent decrees resulting from past advertising claims for certain of our products. Rexall Sundown is also currently subject to FTC consent decrees resulting from past advertising claims for certain of its products. As a result, we are required to maintain compliance with these decrees and are subject to an injunction and substantial civil monetary penalties if there should be any failure to comply. Further, the U.S. Postal Service has issued cease and desist orders against certain mail order advertising claims made by dietary supplement manufacturers, including us, and we are required to maintain compliance with the orders applicable to us, subject to civil monetary penalties for any noncompliance. Violations of these orders could result in substantial monetary penalties. Civil penalty actions could have a material adverse effect on our consolidated financial position or results of operations.

        In June 2003, we received a letter of inquiry from the FTC concerning our marketing of a certain weight loss program, as well as the marketing of the Royal Tongan Limu dietary supplement by our subsidiary, Dynamic Essentials (DE), Inc., or DEI. Subsequent to the receipt of this letter, we voluntarily stopped all sales and promotions of the weight loss product in question and of Royal Tongan Limu. We also ceased all DEI operations and terminated all DEI employees. In October 2005, the United States District Court for the Eastern District of New York entered a Consent Decree that required us to pay a $2 million civil penalty, and imposes an injunction that requires us to comply with the terms of a 1995 consent order between the FTC and the Company. We have paid the civil penalty.

        In March 2003, we ceased selling products that contain ephedra. Though we continue to believe that the ephedra products we sold are safe to use as directed, the adverse publicity surrounding ephedra products and the regulatory environment in the U.S. led us to the decision to cease selling ephedra products, in our best interests and that of our shareholders. Overall, sales of ephedra products represented an insignificant portion of our business. Subsequent to the decision to cease selling ephedra products, we were named as a defendant or a third-party defendant in several actions, alleging liability (under various theories, including negligence, false advertising, strict liability in tort and failure to warn) as well as personal injury with respect to our sales, manufacturing and distribution of products containing ephedra. We have notified our insurance carriers and third-party vendors with regard to each suit and vigorously contest the allegations in these actions. We did not acquire any ephedra assets, liabilities or operations in connection with our purchase of Rexall Sundown. All such operations were retained by Royal Numico N.V., the prior owner of Rexall Sundown. The FDA issued a final regulation on February 11, 2004 prohibiting the sale of ephedra based on the FDA's safety concerns. This final regulation has been challenged in two separate third-party lawsuits, one of which is pending at this time. The court in the other lawsuit declared the FDA's rule banning ephedra invalid. The FDA has appealed and that appeal is pending. Legislation has also been introduced in Congress to effect a legislative reversal of this court decision, and thereby impose a risk/benefit standard on dietary supplement safety reviews.

        We are also subject to regulation under various state, local, and international laws that include provisions governing, among other things, the formulation, manufacturing, packaging, labeling, advertising and distribution of dietary supplements and OTC drugs. Government regulations in foreign countries may prevent or delay the introduction, or require the reformulation, of certain of our products. Compliance with such foreign governmental regulations is generally the responsibility of our distributors in those countries. These distributors are independent contractors whom we do not control.

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        In addition, from time to time in the future, we may become subject to additional laws or regulations administered by the FDA or by other federal, state, local or foreign regulatory authorities, to the repeal of laws or regulations that we consider favorable, such as DSHEA, or to more stringent interpretations of current laws or regulations. We are not able to predict the nature of such future laws, regulations, repeals or interpretations, and we cannot predict what effect additional governmental regulation, when and if it occurs, would have on our business in the future. Such developments could, however, require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, additional personnel, or other new requirements. Any such developments could have a material adverse effect on us.

        Europe.    In Europe, the EU Commission is responsible for developing legislation to regulate foodstuffs and medicines. Although the government of each Member State may implement legislation governing these products, national legislation must be compatible with and cannot be more restrictive than European requirements. Each Member State is responsible for its enforcement of the provisions of European and national legislation.

        United Kingdom.    In the United Kingdom, the two main pieces of legislation that affect the operations of Holland & Barrett and GNC (UK) are the Medicines Act 1968, which regulates the licensing and sale of medicines, and the Food Safety Act 1990, which provides for the safety of food products. A large volume of secondary legislation in the form of Statutory Instruments adds detail to the main provisions of the above Acts governing composition, packaging, labeling and advertising of products.

        In the U.K. regulatory system a product intended to be taken orally will fall within either the category of food or the category of medicine. There is currently no special category of dietary supplement as provided for in the U.S. by DSHEA. Some products which are intended to be applied externally, for example creams and ointments, may be classified as medicines and others as cosmetics.

        The Medicines and Healthcare products Regulatory Agency, or MHRA, now has responsibility for the implementation and enforcement of the Medicines Act, and is the licensing authority for medicinal products. The MHRA directly employs enforcement officers from a wide range of backgrounds, including the police, and with a wide range of skills, including information technology. However, the MHRA still relies heavily on competitor complaints to identify non-compliant products. The MHRA is an Executive Agency of the Department of Health. The MHRA decides whether a product is a medicine or not and, if so, considers whether it can be licensed. It determines the status of a product by considering whether it is medicinal by "presentation" or by "function". Many, though not all, herbal remedies are considered "medicinal" by virtue of these two tests.

        The Food Standards Agency, or FSA, deals with legislation, policy and oversight of food products, with enforcement action in most situations being handled by local authority Trading Standards Officers. The large number of local authorities in the U.K. can lead to an inconsistent approach to enforcement. Unlike the MHRA, local authorities regularly purchase products and analyze them to identify issues of non-compliance. The FSA answers primarily to Ministers at the Department of Health and the Department of Environment Food and Rural Affairs. Most vitamin and mineral supplements, and some products with herbal ingredients, are considered to be food supplements and fall under general food law which requires them to be safe. Despite the differences in approaches in identifying non-compliant products, both the MHRA and local authorities can, and do, prosecute where issues of non-compliance are identified.

        In July 2002, the European Union, or EU, published in its Official Journal the final text of a Food Supplements Directive which became effective in the European Community, or EU, on that date, and which sets out a process and timetable by which the Member States of Europe must bring their

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domestic legislation in line with its provisions. The Directive seeks to harmonize the regulation of the composition, labeling and marketing of food supplements (at this stage only vitamins and minerals) throughout the EU. It does this by specifying what nutrients and nutrient sources may be used (and by interpretation the rest which may not), and the labeling and other information which must be provided on packaging. In addition, this Directive is intended to regulate the levels at which these nutrients may be present in a supplement. These maximum permitted levels are due to be announced shortly.

        By harmonizing the legislation, the Food Supplements Directive should provide opportunities for businesses to market one product or a range of products to a larger number of potential customers without having to reformulate or repackage it. This development may lead to some liberalizing of the more restrictive regimes in France and Germany, providing new business opportunities. Conversely, however, it may substantially limit the range of nutrients and nutrient sources, and eventually the potencies at which some nutrients may be marketed by us in the more liberal countries, such as the U.K., which may lead to some reformulation costs and loss of some specialty products.

        Following the publication of the the Food Supplements Directive, two challenges were brought in the U.K. Courts attacking its validity. The matters were subsequently referred to the European Courts of Justices, or ECJ, for resolution. The ECJ upheld the validity of the Directive, ruling that its contents were legal under European Law. However, due to the ECJ's comments on procedure, the Commission has undertaken to look at ways to ensure the Directive is implemented in a transparent and timely manner.

        The provisions of the Food Supplements Directive have been incorporated into U.K. domestic law (which includes England & Wales, Scotland and Northern Ireland) by Statutory Instrument and applies from August 2005.

        On April 30, 2004 the EU published the Traditional Herbal Medicinal Products Directive, or THMPD, which requires traditional herbal medicine to be registered in each Member State in which they are intended to be marketed. A registration will require a product to be manufactured to pharmaceutical GMP standards; however there is no need to demonstrate efficacy, provided that the product is safe, is manufactured to high standards, and has been on the market for 30 years, 15 years of which must be in the EU. The THMPD is intended to provide a safe home in EU law for a number of categories of herbal remedies, which may otherwise be found to fall outside EU law. It does not, however, provide a mechanism for new product development, and would entail some compliance costs in registering the many herbal products already on the market. Member States were required to put into place the provisions for national compliance by October 2005, the date as of which Traditional Herbal Medicinal products can be registered. A transitional period of seven years has been granted to allow all relevant products to be registered. Full compliance is required by April 2011. While we currently believe that we will comply with this Directive, there can be no assurances that we will be able to do so without incurring substantial expense.

        Additional European legislation is being developed to regulate sports nutrition products, including the composition of such products. In particular, such legislation could restrict the type of nutrients we may use in our products. Legislation introducing maximum permitted levels for nutrients in fortified foods is also under discussion together with legislation introducing a positive list for enzymes. These proposals, if implemented, could require us to reformulate our existing products. Also, proposals to amend medicine legislation will impact traditional herbal medicines and introduce new requirements, which may lead to higher associated costs.

        The EU has established a European Food Safety Authority, which will have an important role to play in focusing attention on food standards in Europe. Its Executive Director is Mr. Geoffrey Podger, who until 2003 was the Chief Executive of the U.K.'s Food Standards Agency.

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        Ireland.    The legislative and regulatory situation in the Republic of Ireland is similar, but not identical to that in the U.K.

        The Irish Medicines Board has a similar role to that of the U.K.'s MHRA and the Food Safety Authority of Ireland is analogous to the U.K.'s FSA.

        Like the U.K., Ireland will be required to bring its domestic legislation into line with the provisions of the Food Supplements Directive and the THMPD when the latter is finalized, and, indeed, with the other forthcoming EU legislation mentioned above. Thus the market prospects for Ireland are, in general, similar to those outlined in the U.K.

        Netherlands.    The regulatory environment in the Netherlands is similar to the U.K. in terms of availability of products. The Netherlands currently has the same liberal market, with no restrictions on potency of nutrients. Licensed herbal medicines are available. However, there are some herbal medicines which are sold freely as in the U.K. without the need to be licensed, depending on the claims made for them. The Netherlands is also more liberal regarding certain substances, for which unlicensed sales are allowed. The government department dealing with this sector is the Ministry for Health, Welfare and Sport.

        Responsibility for food safety falls to the Keuringsdienst van Waren (Inspectorate for Health Protection and Veterinary Public Health). This authority deals with all nutritional products. The Medicines Evaluation Board, which is the equivalent of the U.K.'s MHRA, is charged with responsibility for the safety of medicines which are regulated under the Supply of Medicines Act.

        The overall market prospects for the Netherlands are, in general, similar to those outlined for the U.K. above, with the exception of only a four year transitional period granted for the registration of Traditional Herbal Medicinal products which are currently on sale in the Netherlands and which fall within the scope of the THMPD.

        Canada.    The legislative and regulatory situation in Canada is similar, but not identical, to that in the U.S. The manufacturing, packaging, labeling, storage, importation, advertising, distribution and sale of natural health products, or NHP, and hybrid NHPs are subject to regulation by Health Canada including, specifically, the Therapeutic Products Directorate, the Natural Health Products Directorate and the Health Protection and Food Branch Inspectorate. Health Canada regulates NHPs (which include vitamins and minerals, herbal remedies, homeopathic medicines, traditional medicines, probiotics and products like amino acids and essential fatty acids) and hybrid NHPs pursuant to the Food and Drugs Act (Canada), the Food and Drug Regulations, the Natural Health Product Regulations and various Guidance Documents and Policies related to thereto.

        Prior to January 1, 2004, NHPs for which therapeutic claims were made were regulated as drugs requiring a Drug Identification Number (DIN). Effective January 1, 2004, NHPs in Canada became subject to new requirements under the Natural Health Product Regulations. Under the NHP Regulations, manufacturers are required to make application for a product license, and the application must provide specific information including quality of medicinal ingredients, use and purpose of the NHPs, and the supporting safety and efficacy data. These regulations also set out a regime for site licensing of buildings in which NHPs are imported, distributed, manufactured, packaged, labeled or stored. The primary prerequisite of a site license is that good manufacturing practices be employed.

        As of January 1, 2004, all new products that are NHPs must comply with the NHP Regulations. For products already marketed in Canada as of that date, transition periods from January 1, 2004 for compliance with the requirements are provided for, including two years for GMP and site license requirements, four years for the product license requirement for NHPs without a DIN and five years for the product license requirement for NHPs with a DIN.

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        We have adopted a phased-in compliance strategy in accordance with the prescribed transition periods. The overall risk factors and market prospects for Canada are, in general, similar to those outlined in the U.S.

International operations

        In addition to Canada, the U.K., Ireland and the Netherlands, we market our nutritional supplement products through distributors, retailers and direct mail in more than 85 countries throughout Europe, Central America, South America, Asia, the Pacific Rim countries, Africa and the Caribbean Islands.

        Our international operations are conducted in a manner to conform to local variations, economic realities, market customs, consumer habits and regulatory environments. Our products (including labeling of such products) and our distribution and marketing programs are modified in response to local and foreign legal requirements and customer preferences.

        Our international operations are subject to many of the same risks faced by our domestic operations. These include competition and the strength of the relevant economy. In addition, international operations are subject to certain risks inherent in conducting business abroad, including foreign regulatory restrictions, fluctuations in monetary exchange rates, import-export controls and the economic and political policies of foreign governments. The importance of these risks increases as our international operations grow and expand. Virtually all of our international operations are affected by foreign currency fluctuations, and, more particularly, changes in the value of the British pound, the Euro and the Canadian dollar as compared to the U.S. dollar.

        For additional information regarding financial information about the geographic areas in which we conduct our business, see "Management's discussion and analysis of financial condition and results of operations" and the notes to our consolidated financial statements contained in this prospectus.

Trademarks

        U.S.    We have applied for or registered more than 2,200 trademarks with the U.S. Patent and Trademark Office and many other major jurisdictions throughout the world for our Nature's Bounty®, Vitamin World®, Puritan's Pride®, Holland & Barrett®, Rexall®, Sundown®, Solgar®, MET-Rx®, WORLDWIDE Sport Nutrition®, American Health® and SISU® trademarks, among others, and have rights to use other names essential to our business. Federally registered trademarks have a perpetual life, as long as they are maintained and renewed on a timely basis and used properly as trademarks, subject to the rights of third-parties to seek cancellation of the trademarks if they claim priority or confusion of usage. We regard our trademarks and other proprietary rights as valuable assets and believe they have significant value in the marketing of our products. We vigorously protect our trademarks against infringement.

        Canada.    Each of Solgar, Le Naturiste and SISU owns the trademarks registered in Canada for their respective Solgar®, Le Naturiste® and SISU® names.

        U.K./Ireland.    Holland & Barrett owns trademarks registered in the United Kingdom and/or throughout the European Community for its Holland & Barrett, GNC (UK) and Nature's Way trademarks and has rights to use other names essential to its business. Holland & Barrett is the exclusive licensee of the trademarks essential to the GNC (UK) business in the U.K.

        Netherlands.    De Tuinen owns trademarks registered in the Netherlands and/or throughout the European Community for its De Tuinen trademarks and has rights to use other names essential to its business.

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Raw materials

        In fiscal 2005, we spent approximately $420 million on raw materials. The principal raw materials required in our operations are vitamins, minerals, herbs, gelatin and packaging components. We purchase the majority of our vitamins, minerals and herbs from raw material manufacturers and distributors in the U.S., Japan, China and Europe. We believe that there are adequate sources of supply for all of our principal raw materials. We also believe that our strong relationships with our suppliers yield improved quality, pricing and overall service to our customers. Although there can be no assurance that our sources of supply for our principal raw materials will be adequate in all circumstances, in the event that such sources are not adequate, we believe that alternate sources can be developed in a timely and cost-effective manner. During fiscal 2005, one supplier accounted for more than 10% of our raw material purchases. Due to the availability of numerous alternative suppliers, we do not believe that the loss of this or any other single supplier would have a material adverse effect on our consolidated financial condition or results of operations.

Seasonality

        Although we believe that our business is not seasonal in nature, historically, we have experienced, and expect to continue to experience, a substantial variation in our net sales and operating results from quarter to quarter. We believe that the factors which influence this variability of quarterly results include general economic and industry conditions that affect consumer spending, changing consumer demands and current news on nutritional supplements, the timing of our introduction of new products, the level of consumer acceptance of each new product, the seasonality of the markets in which we participate, and the actions of competitors. Accordingly, a comparison of our results of operations from consecutive periods is not necessarily meaningful, and our results of operations for any period are not necessarily indicative of future performance. Additionally, we may experience higher net sales in a quarter depending upon when we have engaged in significant promotional activities.

Properties

        U.S.    At September 30, 2005, we owned a total of approximately 2.7 million square feet of plant and administrative facilities. We also leased approximately 1.5 million square feet of administrative, manufacturing, warehouse and distribution space in various locations at the end of fiscal 2005. At September 30, 2005, we leased and operated approximately 542 retail locations under the names Vitamin World® and Nutrition Warehouse® in 45 states in the U.S., Guam, Puerto Rico and the Virgin Islands. Generally, we lease the properties for three to ten years at varying annual base rents and percentage rents in the event sales exceed a specified amount. The Vitamin World and Nutrition Warehouse retail stores have an average selling area of approximately 945 square feet. See "—Manufacturing, distribution and quality control."

        U.K./Ireland.    Holland & Barrett owns a 281,000 square-foot administrative, manufacturing and distribution facility (which includes a 65,000 square-foot mezzanine) in Burton. Holland & Barrett leases all but three of its 545 Holland & Barrett, GNC (UK), and Nature's Way retail stores for terms varying between five and 35 years at varying annual base rents. Nine Holland & Barrett stores are subject to percentage rents in the event sales exceed a specified amount. Holland & Barrett stores each have an average selling area of approximately 945 square feet; Nature's Way Stores each have an average selling area of approximately 620 square feet; and the GNC (UK) stores have an average selling area of approximately 980 square feet.

        Netherlands.    De Tuinen leases a 71,400 square-foot administrative and distribution facility in Beverwijk. De Tuinen leases locations for 67 retail stores on renewable five-year terms at varying annual base rents. Of these, 46 are operated as company stores; 21 are sub-leased to, and operated by,

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franchisees. In addition, two stores are operated by franchisees who lease directly from a third party landlord. None of De Tuinen's stores are subject to percentage rents.

        Canada.    SISU Inc. leases a 30,200 square-foot facility in Burnaby, British Columbia. This facility is used for the purposes of packaging, storing, manufacturing and distributing vitamins, and also contains various administrative offices. The lease currently expires in 2009. At September 30, 2005, we leased 101 retail locations under our Le Naturiste name throughout Quebec, Canada. Le Naturiste stores each have an average selling area of approximately 760 square feet. At September 30, 2005, four Le Naturiste stores were operated by franchisees. Generally, the Le Naturiste stores are leased for three to ten years at varying annual base rents and percentage rents in the event sales exceed a specified amount.

        The following is a listing, as of September 30, 2005, of all material properties (excluding retail locations and de minimis administrative or sales office locations) owned or leased by us, which are used in all four of our business segments. We are required to pay real estate and maintenance costs relating to most of our leased properties:

Location	Type of Facility	Approx. Sq. Feet	Leased or Owned
United States:
Bohemia, NY	Administration & Manufacturing	169,000	Owned
Bohemia, NY	Manufacturing	80,000	Owned
Bohemia, NY	Manufacturing	75,000	Owned
Bohemia, NY	Manufacturing & IT	62,000	Owned
Bohemia, NY	Administration & Warehousing (term—2009)	110,000	Leased
Bohemia, NY	Administration & Distribution (term—2009)	130,000	Leased
Holbrook, NY(1)	Administration & Distribution	230,000	Owned
Holbrook, NY	Warehousing	108,000	Owned
Ronkonkoma, NY	Administration	110,000	Owned
Ronkonkoma, NY	Warehousing (term—2014)	75,000	Leased
Bayport, NY	IT Services	12,000	Owned
Bayport, NY	Manufacturing	131,000	Owned
Murphysboro, IL	Warehousing	62,000	Owned
Murphysboro, IL	Warehousing (term—2008)	30,000	Leased
Carbondale, IL	Administration, Manufacturing & Distribution	77,000	Owned
Carbondale, IL	Administration	15,000	Owned
Leonia, NJ	Administration & Sales Office (term—2008)	59,000	Leased
Lyndhurst, NJ	Administration, Manufacturing & Distribution (term—2008)	130,000	Leased
South Plainfield, NJ	Administration & Manufacturing	68,000	Owned
South Plainfield, NJ	Manufacturing & Distribution (term—May 2006)	40,000	Leased
North Glenn, CO	Administration (term—2007)	4,900	Leased
Anaheim, CA	Administration, Manufacturing & Distribution (term—2008)	286,140	Leased
Anaheim, CA	Manufacturing (term—2008)	64,000	Leased
Carson, CA	Distribution (term—2007)	10,600	Leased
Lake Mary, FL	Administration (term—2008)	12,250	Leased
Boca Raton, FL	Administration	58,000	Owned
Boca Raton, FL	Manufacturing	84,000	Owned
Deerfield Beach, FL	Manufacturing	157,000	Owned
Boca Raton, FL	Distribution	100,000	Owned
Boca Raton, FL	Warehousing (term—2010)	60,000	Leased
Piscataway, NJ	Warehousing (term—June 2006)	15,000	Leased
Sparks, NV	Distribution (term—2009)	202,000	Leased
Bentonville, AR	Sales Office (term—December 2006)	4,200	Leased
Duluth, GA	Distribution (term—2008)	32,000	Leased
Augusta, GA	Manufacturing	400,000	Owned
Hazelton, PA(1)	Distribution	420,000	Owned
Floral Park, NY	Meeting Facility	1,600	Cooperative/Property Lease

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Canada:
Burnaby, British Columbia	Administration, Manufacturing, Warehousing & Distribution (term—2009)	30,200	Leased
Lougueuil, Quebec	Administration (term—2007)	9,900	Leased
Boucherville, Quebec	Warehousing (term—2007)	26,000	Leased
Mississuaga, Ontario	Administration & Warehousing (term—2008)	4,600	Leased
United Kingdom:
Nuneaton	Administration (term—2012)	8,300	Leased
Nuneaton	Administration & Distribution (term—2010)	8,000	Leased
Burton	Administration, Manufacturing & Distribution	281,000	Owned
Tring	Sales Office & Warehousing (term—June 2006)	26,000	Leased
Netherlands:
Beverwijk	Administration & Distribution (term—2008)	71,400	Leased
Spain:
Madrid	Administration & Distribution (term—December 2006)	6,500	Leased

(1)

The property is subject to a first mortgage. For additional information regarding the mortgage, see our consolidated financial statements contained in this prospectus.

Warehousing and distribution

        With our recent acquisitions of the Hazelton, Pennsylvania and Augusta, Georgia facilities, we have dedicated approximately 3.6 million square feet to warehousing and distribution. This figure also includes our Long Island, New York; Carbondale and Murphysboro, Illinois; Anaheim and Gardenia, California; Duluth, Georgia; South Plainfield, Lyndhurst and Leonia, New Jersey; Boca Raton and Deerfield, Florida; Sparks, Nevada; Hazleton, Pennsylvania; Burton and Tring, U.K.; Boucherville, Quebec, Burnaby, British Columbia and Mississauga, Ontario, Canada; Madrid, Spain; and Beverwijk, Netherlands facilities.

        Our warehouse and distribution centers are integrated with our order entry systems to enable us to ship out mail orders typically within 24 hours of their receipt. Once a customer's telephone, mail or Internet order is completed, our computer system forwards the order to our distribution center, where all necessary distribution and shipping documents are printed to facilitate processing. Thereafter, the orders are prepared, picked, packed and shipped continually throughout the day. We operate a proprietary, state-of-the-art, automated picking and packing system for frequently shipped items. We are capable of fulfilling 15,000 Direct Response/Puritan's Pride orders daily. A system of conveyors automatically routes boxes carrying merchandise throughout the distribution center for fulfillment of orders. Completed orders are bar-coded and scanned and the merchandise and ship date are verified and entered automatically into the customer order file for access by sales associates prior to being shipped. We currently ship our U.S. orders primarily through the United Parcel Service, Inc. (UPS), serving domestic and international markets. Holland & Barrett and GNC (UK) use Parcelforce and ANC for deliveries in the U.K., and Nature's Way uses the Irish postal service for deliveries in Ireland.

        We currently distribute our products from our distribution centers through trucks we own, as well as contract and common carriers in the U.S. and the Netherlands and by trucks which we own in the U.K. Deliveries are made directly to the Vitamin World®, Nutrition Warehouse® and Le Naturiste stores once per week. In addition, we ship products overseas by container loads. We also operate additional distribution centers in Burton, U.K. and Beverwijk, the Netherlands. Deliveries are made directly to Holland & Barrett, GNC (UK), Nature's Way, and De Tuinen, stores which we own and operate, once or twice per week, depending on each store's inventory requirements.

        All of our properties are covered by all-risk and liability insurance, which we believe is customary for the industry.

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        We believe that these properties, taken as a whole, are generally well-maintained, and are adequate for current and reasonably foreseeable business needs. We also believe that substantially all of our properties are being utilized to a significant degree.

Legal proceedings

Prohormone products

        New York Action.    On July 25, 2002, a putative class-action lawsuit was filed against Vitamin World, Inc., alleging that Vitamin World engaged in deceptive trade practices and false advertising with respect to the sale of certain prohormone supplements and that plaintiffs were therefore entitled to equitable and monetary relief pursuant to the New York General Business Law. Similar complaints were filed against other companies in the vitamin and nutritional supplement industry. The Court has not yet certified a class. Vitamin World has filed a pending motion for summary judgment seeking the dismissal of all claims and an opposition to plaintiff's motion for class certification. We have defended vigorously this action. Until the Court rules on these pending motions, no determination can be made at this time as to its likely final outcome, nor can its materiality be accurately ascertained.

        California Action.    On July 25, 2002, a putative consumer class-action was filed in California state court against Met-Rx USA, Inc., a subsidiary of Rexall Sundown, or Met-Rx, claiming that the advertising and marketing of certain prohormone supplements were false and misleading, or alternatively, that the prohormone products contained ingredients that were controlled substances under California law. Plaintiffs seek equitable and monetary relief. On June 18, 2004, this case was consolidated with several other nationwide class-action cases brought against other companies relating to the sale of products containing androstenediol, one of the prohormones contained in the Met-Rx products. The consolidated proceedings have been assigned to a judge for further pretrial proceedings. No trial date has been set, the Court has not yet certified a class and the matter is currently in discovery. We have defended vigorously against the claims asserted. Because this action is still in the early stages, no determination can be made at this time as to its final outcome, nor can its materiality be accurately ascertained.

        New Jersey Action.    In March 2004, a putative class-action lawsuit was filed in New Jersey against Met-Rx, claiming that the advertising and marketing of certain prohormone supplements were false and misleading and that plaintiff and the putative class of New Jersey purchasers of these products were entitled to damages and injunctive relief. Because these allegations are virtually identical to allegations made in a putative nationwide class-action previously filed in California, we moved to dismiss or stay the New Jersey action pending the outcome of the California action. The motion was granted, and the New Jersey action is stayed at this time.

        Florida Action.    In July 2002, a putative class-action lawsuit was filed in Florida against MET-Rx, a subsidiary of Rexall Sundown, claiming that the advertising and marketing of certain prohormone supplements were false and misleading, that the products were ineffective, and alternatively, that the products were anabolic steroids whose sale violated Florida law. Plaintiff seeks equitable and monetary relief. This case has been largely inactive since its filing. No determination can be made at this time as to its final outcome, nor can its materiality be accurately ascertained.

Nutrition Bars

        Rexall and certain of its subsidiaries are defendants in a class-action lawsuit brought in 2002 on behalf of all California consumers who bought various nutrition bars. Plaintiffs allege misbranding of nutrition bars and violations of California unfair competition statutes, misleading advertising and other similar causes of action. Plaintiffs seek restitution, legal fees and injunctive relief. We have defended vigorously this action. The Court vacated the January 6, 2006 status conference and set a further

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conference for July 7, 2006. Until that time, the case is stayed for all purposes. Based upon the information available at this time, we believe that our accrual is adequate for the exposure in the nutrition bar litigation. However, no determination can be made at this time as to the final outcome of this case, nor can its materiality be accurately ascertained.

Shareholder Litigation

        During the period from June 24, 2004 through September 3, 2004, six separate shareholder class-actions were filed against us and certain of our officers and directors in the U.S. District Court for the Eastern District of New York, on behalf of shareholders who purchased shares of our common stock between February 9, 2004 and July 22, 2004 (the potential "Class Period"). The actions allege that we failed to disclose material facts during the Class Period that resulted in a decline in the price of our stock after June 16, 2004 and July 22, 2004, respectively. The Court consolidated the six class-actions in March 2005 and appointed lead plaintiffs and counsel. The lead plaintiffs filed a consolidated amended complaint alleging an amended class period from November 10, 2003 to July 22, 2004. Along with the officers and directors, we have filed a motion to dismiss the action.

        In addition to the shareholder class-actions, two shareholder derivative actions were filed in the Eastern District of New York, on July 9, 2004 and August 26, 2004, respectively, against certain of our officers and directors, and we are named as a nominal defendant. The two derivative actions, which have been consolidated, are predicated upon the allegations set forth in the shareholder class-actions and allege improper sales of our shares by certain officers and directors. On December 27, 2004, the court granted our motion to dismiss this complaint. The plaintiffs have filed an appeal. The Second Circuit Court of Appeals affirmed the dismissal on December 20, 2005.

        An additional shareholder derivative action was filed on October 7, 2004 in the Supreme Court of the State of New York, Suffolk County, alleging breaches of fiduciary duties by our individual directors and officers, and we are named as a nominal defendant. The derivative claims are predicated upon the same allegations as in the Eastern District consolidated derivative action and upon claims arising from our acquisition of Rexall Sundown, Inc. in July 2003. The New York derivative action is currently stayed by agreement of the parties. We, our named officers and our directors intend to file a motion to dismiss or further stay the New York derivative action at the appropriate procedural time.

        Also, a purported shareholder of ours delivered a demand that our board of directors commence a civil action against certain of our officers and directors based on certain of the allegations described above. Our board of directors, based on the investigation and recommendation of a special committee of the Board, determined not to commence any such lawsuit. On or about April 28, 2005, a second state court derivative action was filed in the Supreme Court of the State of New York, Suffolk County, by this purported shareholder alleging wrongful rejection of his demand and breaches of fiduciary duties by some of our individual directors and officers, and we are named as a nominal defendant. This derivative complaint is predicated upon the same allegations as the dismissed Eastern District consolidated derivative action. This derivative action is currently stayed by agreement of the parties. Along with the named officers and directors we intend to file a motion to dismiss or further stay this derivative action at the appropriate procedural time.

        We and the named officers and directors believe that these suits are without merit and intend to defend vigorously these actions. Given the early stages of the proceedings, however, no determination can be made at this time as to the final outcome of these actions, nor can their materiality be accurately ascertained. We maintain policies of directors' and officers' professional liability insurance.

Regulatory Matters

        In June 2003, we received a letter of inquiry from the FTC concerning our marketing of a certain weight loss product, as well as the marketing of Royal Tongan Limu dietary supplement by our

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subsidiary, Dynamic Essentials (DE), Inc, or DEI. We ceased all DEI operations and terminated all DEI employees in September 2003. In October 2005, the United States District Court for the Eastern District of New York entered a Consent Decree that required us to pay a $2 million civil penalty, and imposes an injunction that requires us to comply with the terms of a 1995 consent order between the FTC and us. We have paid the civil penalty.

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability claims) arise in the ordinary course of our business. See "—Government regulation" for a discussion of these matters. We believe that such other inquiries, claims, suits and complaints would not have a material adverse effect on our consolidated financial condition or results of operations, if adversely determined against us.

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MANAGEMENT

Directors and officers

        The following table presents information with respect to our directors and executive officers:

Name	Age	Position(s)
Scott Rudolph	48	Chairman of the Board of Directors and Chief Executive Officer
Harvey Kamil	62	President and Chief Financial Officer
Michael C. Slade	56	Senior Vice-President, Secretary and Director
James P. Flaherty	49	Senior Vice-President—Marketing and Advertising
William J. Shanahan	47	Vice-President—Information Systems
Glenn Cohen	46	Director
Peter J. White	51	Director
Michael L. Ashner	53	Director
Neil H. Koenig	55	Director
Aram G. Garabedian	70	Director
Bernard G. Owen	77	Director
Murray Daly	78	Director
Alfred Sacks	78	Director
Arthur Rudolph	77	Director

Scott Rudolph has served as our Chairman and Chief Executive Officer since 2002. Mr. Rudolph joined us in 1986 as President and Chief Operating Officer, served as President and Chief Executive Officer from 1993 to 1999, and served as Chairman, President and Chief Executive Officer from 1999 to 2002. He served as the Chairman of the Board of Directors of Dowling College, Long Island, New York from 1997 through 2000, and is currently the Vice-Chairman of the Dowling College Board of Directors. Mr. Rudolph is the son of Arthur Rudolph.

Harvey Kamil has served as our President and Chief Financial Officer since 2002. Mr. Kamil joined us in 1982 as Chief Financial Officer and Vice-President—Finance and served as Executive Vice-President and Chief Financial Officer from 1983 to 2002. He also serves on the Board of Directors of the Council for Responsible Nutrition.

Michael C. Slade has served as our Senior Vice-President and Secretary since 2002. Mr. Slade joined us in 1998 as a director and served as Senior Vice-President from 1999 to 2002. He was the President, Chief Executive Officer and an owner of Nutrition Headquarters Corp. and Nutro Laboratories, Inc. prior to our acquisition of those entities in 1998. Mr. Slade is a member of the Board of Trustees of North Shore—LIJ Health System. He is also a member of the Feinstein Institute for Medical Research.

James P. Flaherty has served as our Senior Vice-President—Marketing and Advertising since 2003. Mr. Flaherty joined us in 1979 as Marketing Manager and served as Vice-President—Marketing and Advertising from 1999 to 2003.

William J. Shanahan has served as our Vice-President—Information Systems since 2003. Mr. Shanahan joined us in 1980 as a Programmer and served as Vice-President—Data Processing from 1999 to 2003.

Glenn Cohen has served as a director since 1988. He is the President of 1641 Bellmore Road Corp., a residential/commercial real estate development corporation; and President of Save-on Sprinkler Co., a sprinkler company.

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Peter J. White has served as a director since 2001. He is President and Chief Executive Officer of I.J. White Corporation, a company based in Farmingdale, New York, engaged in the worldwide engineering and manufacturing of conveying systems for the food industry.

Michael L. Ashner has served as a director since 1998. He has served as President and Chief Executive Officer of Winthrop Realty Partners, L.P., a real estate investment and management company, since 1996. Mr. Ashner is also Chairman and Chief Executive Officer of Winthrop Realty Trust, or WRT, and Newkirk Realty Trust, Inc., or Newkirk, two New York Stock Exchange listed real estate investment trusts. Mr. Ashner serves on the Board of Directors of WRT, Newkirk, Atlantic Coast Entertainment Holdings, Inc. and Sizeler Property Investors, Inc.

Neil H. Koenig has served as a director since 2005. He is a partner at Imowitz, Koenig & Co., LLP, a public accounting firm providing accounting and tax services to public and private companies. Mr. Koenig also serves as the Chief Financial Officer of Orthometrix, Inc., a public company which manufactures and distributes medical and fitness related equipment, and the Vice-President of Guggenheim Structured Real Estate, a private equity fund.

Aram G. Garabedian has served as a director since 1971. Mr. Garabedian joined us in 1966 as a pharmaceutical salesman for Arco Pharmaceuticals, Inc., our predecessor. In 1986, with 20 years of service, Mr. Garabedian became Senior Vice-President of Sales and Marketing. Since 1986, he has been a Vice-President and is currently President of Bliss Properties, Inc. in Providence, Rhode Island, a company focused on developing and managing properties. He currently serves as President of the City Council in Cranston, Rhode Island and previously served as a member of the Rhode Island House of Representatives from 1972 to 1978 and 1998 to 2000. He was elected to the State Senate in 2000 and served from 2001 to 2002.

Bernard G. Owen has served as a director since 1971. He is currently retired, having been previously associated with Cafiero, Cuchel and Owen Insurance Agency, Pitkin, Owen Insurance Agency and Wood-HEW Travel Agency.

Murray Daly has served as a director since 1971. He is currently retired, having formerly been a Vice-President of J.P. Egan Office Equipment Co., an office equipment company, and is a consultant to the office equipment industry.

Alfred Sacks has served as a director since 1971. He is President of Al Sacks, Inc., an insurance consulting firm, and has served as its President for the past 42 years.

Arthur Rudolph has served as a director since 1971. He founded our predecessor, Arco Pharmaceuticals, Inc., in 1960, and then founded us in 1971. Mr. Rudolph served as our Chief Executive Officer and the Chairman of our Board of Directors until his resignation in September 1993. He is the father of Scott Rudolph and has been one of our consultants since 1997.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        We have had, and in the future may continue to have, business transactions with individuals and firms affiliated with certain of our directors and officers. Each such transaction has been in the ordinary course of our business.

        Gail Radvin, Inc., a corporation wholly-owned by Gail Radvin, received commissions from us totaling $732,000 and $693,000 for the fiscal year ended September 30, 2004 and the fiscal year ended September 30, 2005, respectively, on account of sales in certain foreign countries. Gail Radvin is the sister of Arthur Rudolph (a director) and the aunt of Scott Rudolph (our Chairman and Chief Executive Officer).

        For the fiscal year ended September 30, 2004 and the fiscal year ended September 30, 2005, we paid $450,000 and $450,000, respectively, to Rudolph Management Associates, Inc., pursuant to the Consulting Agreement between us and Rudolph Management Associates, Inc. Arthur Rudolph, a director and the father of Scott Rudolph (our Chairman and Chief Executive Officer), is the President of Rudolph Management Associates, Inc. In addition, Arthur Rudolph received certain fringe benefits accorded to other of our executives.

        Certain members of the immediate families (as defined in Rule 404 of Regulation S-K) of Arthur Rudolph, Scott Rudolph and Michael Slade (each a director) are employed by us. During the fiscal year ended September 30, 2004 and the fiscal year ended September 30, 2005, these immediate family members received aggregate compensation and fringes from us totaling approximately $1.199 million and $1.152 million, respectively, for services rendered by them as our employees.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

        The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 2, 2006 by (i) each person or entity known by us to beneficially own more than five percent of the outstanding shares of common stock, (ii) each of our directors and (iii) the directors and executive officers as a group.

Beneficial Owner	Amount of common stock beneficially owned(1)	Percentage of common stock outstanding
Directors and officers
Scott Rudolph(2)	8,162,395	11.7	%
Arthur Rudolph(3)	360,392	*
Aram G. Garabedian	3,000	*
Bernard G. Owen(4)	13,000	*
Alfred Sacks	15,500	*
Murray Daly(5)	2,000	*
Glenn Cohen	25,000	*
Michael L. Ashner	80,000	*
Michael C. Slade(6)	1,525,496	2.3	%
Peter J. White(7)	8,400	*
Harvey Kamil(8)	1,594,590	2.4	%
William J. Shanahan(9)	211,285	*
James P. Flaherty(10)	59,542	*
Neil H. Koenig	1,500	*
All directors and executive officers as a group (14 persons)	12,062,100	17.1	%
Others
Employees' Stock Ownership Plan(11)	2,371,348	3.5	%
Neuberger Berman, LLC(12)	4,217,685	6.3	%
Barclays Global Investors, NA.(13)	3,509,638	5.2	%
FMR Corp.(14)	5,622,800	8.4	%

*

Less than 1% of outstanding shares of common stock.

(1)

This column includes shares which directors, executive officers and certain other holders have the right to acquire within 60 days. Except as otherwise indicated, each person and entity has the sole voting and investment power with respect to the shares set forth in the table.

(2)

Includes (i) options to purchase 2,810,000 shares of common stock which are presently exercisable and (ii) 62,809 shares of common stock held in our Employees' Stock Ownership Plan, or ESOP.

(3)

Includes (i) 40,000 shares of common stock owned by Mr. Arthur Rudolph's wife, as to which Mr. Arthur Rudolph disclaims beneficial ownership, and (ii) options to purchase 60,000 shares of common stock which are presently exercisable.

(4)

Represents 13,000 shares of common stock held in a trust for the benefit of Mr. Owen's children.

(5)

Represents options to purchase 2,000 shares of common stock which are presently exercisable.

(6)

Includes (i) options to purchase 100,000 shares of common stock which are presently exercisable, (ii) 530,847 shares held in a trust for the benefit of Mr. Slade's wife, as to which Mr. Slade disclaims beneficial ownership, (iii) 76,900 shares held by the Michael and Ruth Slade Foundation, as to which Mr. Slade disclaims beneficial ownership, and (iv) 2,568 shares of common stock held in our ESOP.

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(7)

Includes 1,000 shares of common stock owned by Mr. White's wife and 2,000 shares held in a trust for the benefit of Mr. White's wife, in each case as to which Mr. White disclaims beneficial ownership.

(8)

Includes options to purchase 425,000 shares of common stock which are presently exercisable and 89,935 shares of common stock held in our ESOP.

(9)

Includes options to purchase 70,000 shares of common stock which are presently exercisable and 46,781 shares of common stock held in our ESOP.

(10)

Includes 47,185 shares of common stock held in our ESOP.

(11)

Excludes shares of common stock beneficially owned by the named executive officers through our ESOP. Fidelity Management Trust Company is the Trustee for our ESOP.

(12)

Information provided pursuant to Newberger Berman, LLC's Schedule 13G filed February 21, 2006.

(13)

Information provided pursuant to Barclays Global Investors, NA.'s Schedule 13G filed January 26, 2006.

(14)

Information provided pursuant to FMR Corp.'s Schedule 13G filed February 14, 2006.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

        The following is a description of the principal terms of certain of our indebtedness:

Credit facilities

        Our credit agreement consists of a $125 million revolving credit facility, which had no borrowings outstanding, a term loan A facility, which had borrowings outstanding of $75 million, and a term loan C facility, which had borrowings outstanding of $93 million, at December 31, 2005. A stand-by letter of credit of $100,000 was outstanding under the revolving credit facility at December 31, 2005. The revolving credit facility will mature on July 24, 2008 and our term loan C facility will mature on July 24, 2009. Our term loan A facility matures on August 1, 2010. We repaid $44.5 million of indebtedness under our term loan A and paid $200,000 on our term loan C facility with the proceeds of the outstanding notes, thereby permanently reducing the term loan A and term loan C facilities by such aggregate amount. Our obligations under the credit agreement are secured by a first priority lien on substantially all of our assets and our subsidiary guarantors' assets, other than our real property.

        The covenants contained in the credit agreement restrict our ability and our subsidiaries' ability to:

•

incur additional indebtedness, guarantee indebtedness and create or incur liens;



•

engage in mergers and consolidations, or dispose of assets;



•

make certain dividend, debt and other restricted payments;



•

make capital expenditures;



•

make loans, investments and advances;



•

make optional prepayments or modify documents evidencing indebtedness other than the credit agreement;



•

engage in certain transactions with affiliates;



•

enter into certain sale and leaseback transactions;



•

change our fiscal year;



•

enter into contracts which limit our ability to create or incur liens;



•

engage in other lines of business; and



•

enter into certain hedging agreements.

        Each borrowing under the credit agreement is subject to the accuracy of all representations and warranties, including the absence of any material adverse change.

        We are also required to maintain a minimum consolidated interest coverage ratio, a maximum consolidated indebtedness to consolidated Adjusted EBITDA ratio and a maximum consolidated senior indebtedness to consolidated Adjusted EBITDA ratio.

        The credit agreement includes events of default usual for these types of agreements. The occurrence of any event of default could result in the lenders not being required to lend any additional amounts to us and in the acceleration of our obligations thereunder, which could materially and adversely affect holders of the notes.

        Interest rates on borrowings under our credit agreement may be based at our option on either the Alternate Base Rate or LIBOR plus applicable margin. We are required to pay a commitment fee, which varies between .25% and .50% per annum, depending on our ratio of debt to Adjusted EBITDA, on any unused portion of the revolving credit facility. At December 31, 2005, the annual borrowing rate

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for term loan C approximated 6.375%. We are required to make quarterly principal installments under term loan C of approximately $226,000. The term loan C also requires each of the last four quarterly principal installments to be payments of approximately $22.6 million. Utilizing our current borrowing rate of 6.375% at December 31, 2005, the estimated interest to be paid over the remaining life of term loan C approximates $18.5 million. Of such amount, interest of approximately $6 million is expected to be paid within the next twelve months. As of December 31, 2005, the annual borrowing rate for our term loan A was 5.875%. We are required to make quarterly principal installments under the term loan A of approximately $2.8 million, beginning September 30, 2006. The term loan A also requires each of the last four quarterly principal installments to be payments of approximately $10.4 million beginning September 30, 2009. The current principal portion of term loan C at December 31, 2005 was $836,000. Using the borrowing rate of 5.875% at December 31, 2005, the estimated interest to be paid over the life of the term loan A approximates $14.5 million. Of such amount, approximately $4.5 million is expected to be paid within the next twelve months. Since the interest rate on each of the term loan C and term loan A debt is variable, the expected interest to be paid over the term of these loans is subject to revision as interest rates change. The interest rate charged for the term loan C is reset quarterly and is equal to the three-month LIBOR rate plus 2%. The interest rate charged for the term loan A is reset quarterly and equal to the three-month LIBOR rate plus 1.5%.

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DESCRIPTION OF THE EXCHANGE NOTES

        The exchange notes will be issued pursuant to the Indenture (the "Indenture") dated as of September 23, 2005 among the Company, the Guarantors and The Bank of New York, as trustee (the "Trustee"). The form and terms of the exchange notes and the outstanding notes are identical in all material respects, except that transfer restrictions, interest rate increase provisions and related registration rights applicable to the outstanding notes do not apply to the exchange notes. As used in the "Description of the exchange notes," (i) "outstanding notes" means the notes issued on September 23, 2005 and (ii) "exchange notes" means the notes issued pursuant to this exchange offer. Unless otherwise specified, reference in this "Description of the exchange notes" to "Notes" refers to the outstanding notes and the exchange notes, collectively.

        The following summary of certain provisions of the Indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and to all of the provisions of the Indenture, including the definitions of certain terms therein and those terms made a part of the Indenture by reference to the Trust Indenture Act, as in effect on the date of the Indenture. Because this is a summary, it may not contain all the information that is important to you. You should read the indenture in its entirety. Copies of the indenture are available as described under "Where You Can Find More Information About Us." The definitions of certain capitalized terms used in the following summary are set forth below under "Certain definitions." References in this "Description of the exchange notes" section to "the Company" mean only NBTY, Inc. and not any of its Subsidiaries.

General

        The Notes will be unsecured, senior subordinated obligations of the Company. The Notes will be issued only in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. Pursuant to the Indenture, the Trustee, initially, will serve as registrar and paying agent. No service charge will be made for any registration of transfer or exchange of the Notes, except for any tax or other governmental charge that may be imposed in connection therewith.

Ranking

        The Notes will rank (a) junior to, and be subordinated in right of payment to, all existing and future Senior Indebtedness of the Company, (b) pari passu in right of payment with all senior subordinated Indebtedness of the Company and (c) senior in right of payment to all Subordinated Indebtedness of the Company. See "Risk factors" for a discussion of various risks related to the ranking of the Notes.

Maturity, interest and principal of the notes

        The Notes will be issued in an initial aggregate principal amount of $200 million and will mature on October 1, 2015. The Company may issue additional Notes from time to time after the Issue Date. Any offering of additional Notes is subject to the covenant described below under "Certain covenants—Limitation on indebtedness". The Notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and Offers to Purchase. Cash interest on the Notes will accrue at a rate of 7¹/8% per annum and will be payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2006, to the holders of record of Notes at the close of business on March 15 and September 15, respectively, immediately preceding such interest payment date. Interest will accrue from the most recent interest payment date to which interest has been paid or, if no interest has been paid, from September 23, 2005. Interest on the exchange notes will accrue from the most

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recent date to which interest has been paid on the outstanding notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

        The Notes will not be entitled to the benefit of any mandatory sinking fund.

Optional redemption

        The Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after October 1, 2010, at the redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the redemption date, if redeemed during the 12-month period beginning on October 1 of the years indicated below:

Year	Redemption Price
2010	103.563	%
2011	102.375	%
2012	101.188	%
2013 and thereafter	100.000	%

        In addition, at any time and from time to time on or prior to October 1, 2008, the Company may redeem in the aggregate up to 35% of the aggregate principal amount of the Notes (calculated after giving effect to any additional Notes) with the net cash proceeds of one or more Equity Offerings by the Company at a redemption price in cash equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided, however, that at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any additional Notes) must remain outstanding immediately after giving effect to each such redemption (excluding any Notes held by the Company or any of its Affiliates). Notice of any such redemption must be given within 90 days after the date of the closing of the relevant Equity Offering of the Company.

        In addition, the Notes may be redeemed, in whole or in part, at any time prior to October 1, 2010 at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the applicable redemption date.

        "Applicable Premium" means, with respect to any Note on any applicable redemption date, the greater of:

        (1)   1.0% of the principal amount of such Note; and

        (2)   the excess, if any, of:

        (a)   the present value at such redemption date of (i) the redemption price of such Note at October 1, 2010 (such redemption price being set forth in the table appearing above under the caption "Optional redemption") plus (ii) all required interest payments (excluding accrued and unpaid interest to such redemption date) due on such Note through October 1, 2010, computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the principal amount of such Note.

        "Treasury Rate" means, as of any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to October 1, 2010; provided, however, that if the period from the redemption date to October 1, 2010 is not equal to the constant maturity of a United States Treasury security for which a weekly

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average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to October 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

Selection and notice of redemption

        In the event that less than all of the Notes are to be redeemed at any time pursuant to an optional redemption, selection of such Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no Notes of a principal amount of $1,000 or less shall be redeemed in part; provided, further however, that if a partial redemption is made with the net cash proceeds of an Equity Offering by the Company, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless such method is otherwise prohibited. Notice of redemption shall be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the paying agent for the Notes funds in satisfaction of the applicable redemption price pursuant to the Indenture.

Subordination of the notes

        The payment of the principal of, premium, if any, and interest on the Notes is subordinated in right of payment, to the extent and in the manner provided in the Indenture, to the prior payment in full in cash of all Senior Indebtedness.

        Upon any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any payment from funds deposited in accordance with, and held in trust for the benefit of Holders pursuant to, "Legal defeasance and covenant defeasance" (a "Defeasance Trust Payment")), upon any dissolution or winding-up or total liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Senior Indebtedness then due shall first be paid in full in cash before the Holders of the Notes or the Trustee on behalf of such Holders shall be entitled to receive any payment by the Company of the principal of, premium, if any, or interest on the Notes, or any payment by the Company to acquire any of the Notes for cash, property or securities, or any distribution by the Company with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, the Company of the principal of, premium, if any, or interest on the Notes upon any such dissolution or winding-up or total liquidation or reorganization, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, any payment or distribution of assets or securities of the Company of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the subordination provisions of the Indenture, shall be made by the Company or by any receiver,

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trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to the holders of the Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Indebtedness in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness.

        No direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) by or on behalf of the Company of principal of, premium, if any, or interest on the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to an Offer to Purchase or otherwise, will be made if, at the time of such payment, there exists a default in the payment of all or any portion of the obligations on any Senior Indebtedness, whether at maturity, on account of mandatory redemption or prepayment, acceleration or otherwise, and such default shall not have been cured or waived or the benefits of this sentence waived by or on behalf of the holders of such Senior Indebtedness. In addition, during the continuance of any non-payment event of default with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be immediately accelerated, and upon receipt by the Trustee of written notice (a "Payment Blockage Notice") from the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of the holders of such Designated Senior Indebtedness, then, unless and until such event of default has been cured or waived or has ceased to exist or such Designated Senior Indebtedness has been discharged or repaid in full in cash or the benefits of these provisions have been waived by the holders of such Designated Senior Indebtedness, no direct or indirect payment (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment) will be made by or on behalf of the Company of principal of, premium, if any, or interest on the Notes, whether pursuant to the terms of the Notes, upon acceleration, pursuant to an Offer to Purchase or otherwise, to such Holders, during a period (a "Payment Blockage Period") commencing on the date of receipt of such notice by the Trustee and ending 179 days thereafter. Notwithstanding anything in the subordination provisions of the Indenture or the Notes to the contrary, (x) in no event will a Payment Blockage Period extend beyond 179 days from the date the Payment Blockage Notice in respect thereof was given, (y) there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect and (z) not more than one Payment Blockage Period may be commenced with respect to the Notes during any period of 360 consecutive days. No event of default that existed or was continuing on the date of commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period (to the extent the holder or holders of Designated Senior Indebtedness, or trustee or agent, giving notice commencing such Payment Blockage Period had knowledge of such existing or continuing event of default) may be, or be made, the basis for the commencement of any other Payment Blockage Period by the holder or holders of such Designated Senior Indebtedness or the trustee or agent acting on behalf of such Designated Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default has been cured or waived for a period of not less than 90 consecutive days.

        The failure to make any payment or distribution for or on account of the Notes by reason of the provisions of the Indenture described under this "Subordination of the notes" heading will not be construed as preventing the occurrence of any Event of Default in respect of the Notes. See "Events of default" below.

        By reason of the subordination provisions described above, in the event of insolvency of the Company, funds which would otherwise be payable to Holders of the Notes will be paid to the holders

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of Senior Indebtedness to the extent necessary to pay the Senior Indebtedness in full in cash, and the Company may be unable to meet fully or at all its obligations with respect to the Notes.

        At the time of the issuance of the Notes, the Senior Credit Facilities and all of our mortgages will be the only outstanding Senior Indebtedness of the Company. Subject to the restrictions set forth in the Indenture, in the future the Company may issue additional Senior Indebtedness.

Note guarantees

        The Guarantors will jointly and severally guarantee the Company's obligations under the Indenture and the Notes on a senior subordinated basis. Each Note Guarantee will be subordinated to Guarantor Senior Indebtedness on the same basis as the Notes are subordinated to Senior Indebtedness. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent the Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each of Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC will guarantee the Notes as promptly as practicable after such time that the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time.

        Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor that is a Restricted Subsidiary of the Company without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See "Certain covenants—Merger, sale of assets, etc." In the event all of the Equity Interests of a Guarantor are sold by the Company and the sale complies with the provisions set forth in "Certain covenants—Disposition of proceeds of asset sales," the Guarantor's Note Guarantee will be released. In addition, if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, the Note Guarantee of such Guarantor will be released. So long as no Default or Event of Default is then in existence both before and after giving effect to such release, any Guarantor's Note Guarantee shall be released simultaneously with such Guarantor not being an obligor with respect to any Indebtedness outstanding under the first paragraph under "Certain covenants—Limitations on indebtedness" or clauses (b), (g) or (o) of the second paragraph thereof.

Offer to purchase upon change of control

        Following the occurrence of a Change of Control (the date of such occurrence being the "Change of Control Date"), the Company shall notify the Holders of the Notes of such occurrence in the manner prescribed by the Indenture and shall, within 30 days after the Change of Control Date, make an Offer to Purchase all Notes then outstanding at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date.

        If a Change of Control occurs which also constitutes an event of default under the Senior Credit Facilities, the lenders under the Senior Credit Facilities would be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the terms of the Senior Credit Facilities. Accordingly, any claims of such lenders with respect to the assets of the Company will be prior to any claim of the Holders of the Notes with respect to such assets.

        An Offer to Purchase may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for a transaction that would constitute a Change of Control at the time of making such Offer to Purchase.

        If the Company makes an Offer to Purchase, the Company will comply with all applicable tender offer laws and regulations, including, to the extent applicable, Section 14(e) and Rule 14e-1 under the Exchange Act, and any other applicable Federal or state securities laws and regulations and any

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applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of the Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed a Default or an Event of Default.

        The Company will not be required to make an Offer to Purchase upon the occurrence of a Change of Control if another entity makes the Offer to Purchase, in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase upon a Change of Control and purchases all Notes properly tendered and not withdrawn pursuant to such Offer to Purchase.

        Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Certain covenants

        Limitation on indebtedness.    The Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness), except for Permitted Indebtedness; provided, however, that the Company or any of its Restricted Subsidiaries that is, or upon such incurrence becomes, a Guarantor may Incur Indebtedness if, at the time of and immediately after giving pro forma effect to such Incurrence of Indebtedness and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio would be greater than 2.0 to 1.0.

        The limitations contained in the preceding paragraph will not apply to the Incurrence of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect:

        (a)   Indebtedness under the Notes (not including any additional Notes) and the Note Guarantees and the exchange notes issued in a registered exchange offer pursuant to the Registration Rights Agreement, and the guarantees thereof;

        (b)   Indebtedness under any Credit Facility of the Company or any Restricted Subsidiaries that are Guarantors in an aggregate principal amount at any one time outstanding not to exceed $550.0 million;

        (c)   Indebtedness of any Restricted Subsidiary of the Company owed to and held by the Company or any Restricted Subsidiary, and Indebtedness of the Company owed to and held by any Restricted Subsidiary that is unsecured and (if such Subsidiary is not a Guarantor) subordinated in right of payment to the payment and performance of the Company's obligations under any Senior Indebtedness, the Indenture and the Notes; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (c) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary of the Company referred to in this clause (c) to a Person (other than the Company or a Restricted Subsidiary), or (ii) any sale or other disposition of Equity Interests of any Restricted Subsidiary which (x) holds Indebtedness of the Company or another Restricted Subsidiary and (y) results in such Subsidiary ceasing to be a Restricted Subsidiary;

        (d)   Indebtedness under Interest Rate Protection Obligations entered into to hedge interest rate exposure and not for speculative purposes;

        (e)   Capital Lease Obligations and Purchase Money Indebtedness of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount at any one time outstanding, not to exceed the greater of (x) $50.0 million and (y) 5.0% of Total Tangible Assets;

        (f)    Indebtedness under Currency Agreements; provided, however, that (i) such Currency Agreements have been entered into for bona fide business purposes and not for speculation and (ii) that in the case of Currency Agreements which relate to Indebtedness, such Currency

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Agreements do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

        (g)   Indebtedness to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness (Incurred under the first paragraph of "—Limitation on indebtedness" or clauses (a), (g) or (n) of this paragraph; provided, however, that (i) any such refinancing shall not exceed the sum of the principal amount (or accreted amount, if less) of the Indebtedness being refinanced, plus the amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced; and (iii) Indebtedness of the Company may only be refinanced by Indebtedness of the Company and Indebtedness of a Subsidiary of the Company may only be refinanced by Indebtedness of Subsidiaries or by the Company;

        (h)   guarantees by a Restricted Subsidiary of the Company of Indebtedness Incurred by the Company or any other Restricted Subsidiary so long as the Incurrence of such Indebtedness is otherwise permitted by the terms of the Indenture;

        (i)    Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers' acceptances, workers' compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business;

        (j)    Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets;

        (k)   Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary;

        (l)    Indebtedness of any Foreign Subsidiaries that are Restricted Subsidiaries plus Indebtedness of any domestic Restricted Subsidiaries that are not Guarantors, in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 35% of Foreign Subsidiary Total Tangible Assets;

        (m)  Non-Recourse Receivables Subsidiary Indebtedness (as defined in the definition of "Receivables Subsidiary") incurred by any Receivables Subsidiary in a Qualified Receivables Transaction;

        (n)   other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date; and

        (o)   additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $75.0 million at any one time outstanding.

        For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred.

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        For purposes of determining compliance with the "—Limitation on indebtedness" covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (o) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such covenant, the Company may, in its sole discretion, divide or classify (or later re-divide or reclassify) such item of Indebtedness in any manner that complies with this covenant; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date up to the maximum amount permitted under clause (b) above shall be deemed to have been incurred pursuant to clause (b). Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Equity Interests in the form of additional shares of the same class of Disqualified Equity Interests will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity Interests for purposes of the "—Limitation on indebtedness" covenant.

        Limitation on other senior subordinated indebtedness.    The Company will not, and will not permit any Restricted Subsidiary that is a Guarantor to, incur or suffer to exist Indebtedness that is senior in right of payment to the Notes or such Guarantor's Note Guarantee, as the case may be, and subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

        Limitation on restricted payments.    The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or indirectly:

          (i)  declare or pay any dividend or any other distribution on any Equity Interests of the Company or make any payment or distribution to the direct or indirect holders (in their capacities as such) of Equity Interests of the Company (other than any dividends, distributions and payments payable solely in Qualified Equity Interests of the Company or in options, warrants or other rights to purchase Qualified Equity Interests of the Company);

         (ii)  purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company; or

        (iii)  make any Investment in any Person (other than Permitted Investments)

(any such payment or any other action (other than any exception thereto) described in (i), (ii) or (iii), a "Restricted Payment"), unless

        (a)   no Default or Event of Default shall have occurred and be continuing at the time or immediately after giving effect to such Restricted Payment;

        (b)   immediately after giving effect to such Restricted Payment, the Company would be able to Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of the first paragraph of "—Limitation on indebtedness" above; and

        (c)   immediately after giving effect to such Restricted Payment, the aggregate amount of all Restricted Payments declared or made on or after the Issue Date does not exceed an amount equal to the sum of:

        (1)   50% of cumulative Consolidated Net Income determined for the period (taken as one period) from the beginning of the fiscal quarter commencing July 1, 2005 and ending on the last day of the most recent fiscal quarter immediately preceding the date of such

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Restricted Payment for which consolidated financial information of the Company is available (or if such cumulative Consolidated Net Income shall be a loss, minus 100% of such loss), plus

        (2)   100% of the aggregate net cash proceeds and Fair Market Value of any property or assets received by the Company either (x) as capital contributions to the Company after the Issue Date or (y) from the issue and sale (other than to a Subsidiary of the Company) of its Qualified Equity Interests after the Issue Date or warrants, options or other rights (other than any debt security that is convertible into, or exchangeable for, Qualified Equity Interests) to acquire Qualified Equity Interests (excluding the net proceeds from any issuance and sale of Qualified Equity Interests financed, directly or indirectly, using funds borrowed from the Company or any Restricted Subsidiary of the Company until and to the extent such borrowing is repaid), plus

        (3)   the principal amount (or accreted amount, if less) of any Indebtedness of the Company or any Restricted Subsidiary of the Company Incurred after the Issue Date which has been converted into or exchanged for Qualified Equity Interests of the Company (minus the amount of any cash or property distributed by the Company or any Restricted Subsidiary of the Company upon such conversion or exchange plus, without duplication, the amount of any cash or the Fair Market Value or any property received by the Company or any Restricted Subsidiary upon such conversion or exchange), plus

        (4)   in the case of the disposition or repayment of any Investment constituting a Restricted Payment made after the Issue Date, an amount equal to 100% of the net cash proceeds and Fair Market Value of any property or assets thereof (or dividends, distributions or interest payments received thereon), plus

        (5)   the amount equal to the net reduction in Investments in Unrestricted Subsidiaries of the Company resulting from (x) payments of dividends, repayments of the principal of loans or advances or other transfers of assets to the Company or any Restricted Subsidiary of the Company from any Unrestricted Subsidiary of the Company or (y) redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, valued at the Fair Market Value of such Subsidiary; provided, however, that the sum of clauses (4) and (5) shall not exceed the aggregate amount of all such Investments made subsequent to the Issue Date.

        The foregoing provisions will not prevent:

          (i)  the payment of any dividend or distribution on, or redemption of, Equity Interests within 60 days after the date of declaration of such dividend or distribution or the giving of formal notice of such redemption, as the case may be, if at the date of such declaration or giving of such formal notice such payment or redemption would comply with the provisions of the Indenture;

         (ii)  the making of any Restricted Payment out of the net cash proceeds of the substantially concurrent issue and sale (other than to a Restricted Subsidiary of the Company) of, Qualified Equity Interests of the Company; provided, however, that any such net cash proceeds and the value of any Qualified Equity Interests issued in exchange for such retired Equity Interests are excluded from clause (c)(2) of the preceding paragraph (and were not included therein at any time) and are not used to redeem the Notes pursuant to "—Optional redemption" above;

        (iii)  the purchase, redemption or other acquisition for value of Equity Interests of the Company (other than Disqualified Equity Interests) or options on such shares held by officers or employees or former officers or employees (or their assigns, estates or beneficiaries under their estates) upon the death, disability, retirement or termination of employment of such current or former officers or employees pursuant to the terms of an employee benefit plan or any other agreement pursuant to which such Equity Interests or options were issued or pursuant to a

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severance, buy-sell or right of first refusal agreement with such current or former officer or employee; provided, however, that the aggregate cash consideration paid, or distributions made, pursuant to this clause (iii) do not in any one fiscal year exceed $15.0 million; provided, that the amount in any fiscal year may be increased by the cash proceeds of key man life insurance policies received by the Company or Restricted Subsidiaries after the Issue Date and utilized for such purpose;

        (iv)  Restricted Payments pursuant to and in accordance with customary stock option plans or other customary benefit plans for management or employees of the Company and its Subsidiaries;

         (v)  Investments constituting Restricted Payments made as a result of the receipt of non-cash consideration from any Asset Sale received pursuant to clause (ii) of the first paragraph under "—Disposition of proceeds of asset sales" below;

        (vi)  repurchases of Equity Interests deemed to occur upon the exercise of stock options if such Equity Interest represents a portion of the exercise price thereof;

       (vii)  the distribution of Equity Interests of an Unrestricted Subsidiary of the Company to holders of the Equity Interests of the Company;

      (viii)  the Company or any Restricted Subsidiary of the Company from purchasing all (but not less than all), excluding directors' qualifying shares, of the Equity Interests of or other ownership interests in a Subsidiary of the Company which Equity Interests or other ownership interests were not theretofore owned by the Company or a Restricted Subsidiary of the Company;

        (ix)  cash payments in lieu of fractional shares in connection with the exercise of warrants, options or other securities convertible or exchangeable into Equity Interests of the Company; provided that any such cash payment shall not be for the purpose of evading the limitation of the covenant described under this subheading (as determined in good faith by the Board of Directors of the Company); and

         (x)  other Restricted Payments not to exceed $75.0 million in the aggregate since the Issue Date;

provided however, that in the case of each of clauses (ii) and (x) no Default or Event of Default shall have occurred and be continuing or would arise therefrom.

        In determining the amount of Restricted Payments permissible under this covenant, amounts expended pursuant to clauses (i), (iii), (iv) and (v) of the immediately preceding paragraph shall be included as Restricted Payments. The amount of any non-cash Restricted Payment shall be deemed to be equal to the Fair Market Value thereof at the date of the making of such Restricted Payment.

        Limitation on dividend and other payment restrictions affecting subsidiaries.    The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary of the Company to:

        (a)   pay dividends or make any other distributions to the Company or any other Restricted Subsidiary of the Company on its Equity Interests or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any other Restricted Subsidiary of the Company,

        (b)   make loans or advances to, or guarantee any Indebtedness or other obligations of, or make any Investment in, the Company or any other Restricted Subsidiary of the Company or

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        (c)   transfer any of its properties or assets to the Company or any other Restricted Subsidiary of the Company, except, in each case, for such encumbrances or restrictions existing under or by reason of:

          (i)  the Senior Credit Facilities, as in effect on the Issue Date, or any other agreement of the Company or its Restricted Subsidiaries outstanding on the Issue Date as in effect on the Issue Date and any other agreement of the Company or its Restricted Subsidiaries outstanding from time to time governing Senior Indebtedness provided that such encumbrances or restrictions are not more adverse to the Company than those contained in the Senior Credit Facilities as in effect on the Issue Date, and any amendments, restatements, renewals, replacements or refinancings thereof; provided, however, that any such amendment, restatement, renewal, replacement or refinancing is no more restrictive with respect to such encumbrances or restrictions than those contained in the agreement being amended, restated, reviewed, replaced or refinanced;

         (ii)  applicable law;

        (iii)  any instrument governing Indebtedness or Equity Interests of an Acquired Person acquired by the Company or any Restricted Subsidiary of the Company as in effect at the time of such acquisition (except to the extent such Indebtedness or Acquired Indebtedness was Incurred by such Acquired Person in connection with, as a result of or in contemplation of such acquisition); provided, however, that such encumbrances and restrictions are not applicable to the Company or any Restricted Subsidiary of the Company, or the properties or assets of the Company or any Restricted Subsidiary of the Company, other than the Acquired Person;

        (iv)  customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

         (v)  Purchase Money Indebtedness for property acquired in the ordinary course of business that only imposes encumbrances and restrictions on the property so acquired;

        (vi)  any agreement for the sale or disposition of the Equity Interests or assets of any Subsidiary of the Company; provided, however, that such encumbrances and restrictions described in this clause (vi) are only applicable to such Subsidiary or assets, as applicable, and any such sale or disposition is made in compliance with "—Disposition of proceeds of asset sales" below to the extent applicable thereto;

       (vii)  refinancing Indebtedness permitted under clause (g) of the second paragraph of "—Limitation on indebtedness" above; provided, however, that such encumbrances and restrictions contained in the agreements governing such Indebtedness are no more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced immediately prior to such refinancing;

      (viii)  the Indenture;

        (ix)  customary restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

         (x)  any encumbrance or restriction contained in any credit facility extended to any Foreign Subsidiary of the Company to meet such Subsidiary's working capital needs;

        (xi)  customary restrictions on cash or other deposits or net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business;

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       (xii)  customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business; or

      (xiii)  Non-Recourse Receivables Subsidiary Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary or the receivables and related assets described in the definition of Qualified Receivables Transaction which are subject to such Qualified Receivables Transaction.

        Limitation on liens.    The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or indirectly, Incur any Liens of any kind against or upon any of their respective properties or assets now owned or hereafter acquired, or any proceeds therefrom or any income or profits therefrom, to secure any Indebtedness unless contemporaneously therewith effective provision is made to secure the Notes and all other amounts due under the Indenture, equally and ratably with such Indebtedness (or, in the event that such Indebtedness is subordinated in right of payment to the Notes prior to such Indebtedness) with a Lien on the same properties and assets securing such Indebtedness for so long as such Indebtedness is secured by such Lien, except for (i) Liens securing Senior Indebtedness and (ii) Permitted Liens.

        Disposition of proceeds of asset sales.    The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or indirectly, make any Asset Sale, unless:

          (i)  the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person or group of Persons assuming sole responsibility for any liabilities, contingent or otherwise, valued at the Fair Market Value thereof) at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and

         (ii)  at least 75% of such consideration consists of (A) cash or Cash Equivalents, (B) properties and capital assets that replace the properties and assets that were the subject of such Asset Sale or properties and capital assets that will be used in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (as determined in good faith by the Company's Board of Directors) ("Replacement Assets"), (C) Equity Interests of a Person engaged in the business of the Company and its Subsidiaries on the Issue Date, provided that such Person shall be a Restricted Subsidiary of the Company after giving effect to such transaction, or (D) any notes or other obligations that are received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or any such Restricted Subsidiary into cash or Cash Equivalents within 30 days of the time of such disposition, to the extent of cash or Cash Equivalents received. The amount of any Indebtedness (other than any Subordinated Indebtedness) of the Company or any Restricted Subsidiary of the Company that is actually assumed by the transferee in such Asset Sale and from which the Company and its Restricted Subsidiaries are fully and unconditionally released shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or its Restricted Subsidiaries.

        The Company or such Restricted Subsidiary of the Company, as the case may be, may (i) apply the Net Cash Proceeds of any Asset Sale within 360 days of receipt thereof to repay Senior Indebtedness, or (ii) make an Investment in Replacement Assets; provided, however, that such Investment occurs or the Company or a Restricted Subsidiary of the Company enters into contractual commitments to make such Investment, subject only to customary conditions (other than the obtaining of financing), on or prior to the 360th day following the receipt of such Net Cash Proceeds and Net Cash Proceeds contractually committed are so applied within 450 days following the receipt of such Net Cash Proceeds. Pending the final application of such Net Cash Proceeds, the Company or any Restricted

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Subsidiary may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by the Indenture.

        To the extent all or part of the Net Cash Proceeds of any Asset Sale are not applied as described in clause (i) or (ii) of the immediately preceding paragraph within the time periods set forth therein (the "Net Proceeds Utilization Date") (such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall, within 20 business days after such Net Proceeds Utilization Date, make an Offer to Purchase all outstanding Notes up to a maximum principal amount (expressed as a multiple of $1,000) of Notes equal to such Unutilized Net Cash Proceeds (a "Net Proceeds Offer"), at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Offer to Purchase may be deferred until there are aggregate Unutilized Net Cash Proceeds equal to or in excess of $20.0 million, at which time the entire amount of such Unutilized Net Cash Proceeds, and not just the amount in excess of $20.0 million, shall be applied as required pursuant to this paragraph; provided, further, however, that the Company may, at the time that it makes any such Offer to Purchase, also offer to purchase, at a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any Indebtedness which ranks pari passu in right of payment to the Notes (a "Pari Passu Offer to Purchase") and to the extent the Company so elects to make a Pari Passu Offer to Purchase, Notes and such pari passu Indebtedness shall be purchased pursuant to such Offer to Purchase and Pari Passu Offer to Purchase, respectively, on a pro rata basis based on the aggregate principal amount of such Notes and pari passu Indebtedness then outstanding.

        To the extent that the aggregate principal amount of pari passu Indebtedness tendered pursuant to a Pari Passu Offer to Purchase is less than such pari passu Indebtedness's pro rata share of such Unutilized Net Cash Proceeds, the Company shall use such remaining Unutilized Net Cash Proceeds to purchase any Notes validly tendered and not withdrawn pursuant to such Offer to Purchase. If the aggregate principal amount of Notes validly tendered and not withdrawn by holders thereof exceeds the Unutilized Net Cash Proceeds or to the extent the Company elects to make a Pari Passu Offer to Purchase, exceeds the Notes' pro rata share of such Unutilized Net Cash Proceeds, then Notes to be purchased will be selected on a pro rata basis. Upon completion of such Offer to Purchase, the amount of Unutilized Net Cash Proceeds will be reset to zero and any amount not required to be used in such Offer may be used by the Company for any purpose not otherwise prohibited by the indenture.

        In the event that the Company makes an Offer to Purchase the Notes, the Company shall comply with any applicable securities laws and regulations, including any applicable requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and any violation of the provisions of the Indenture relating to such Offer to Purchase occurring as a result of such compliance shall not be deemed a Default or Event of Default.

        Each Holder shall be entitled to tender all or any portion of the Notes owned by such Holder pursuant to the Offer to Purchase, subject to the requirement that any portion of a Note tendered must be tendered in an integral multiple of $1,000 principal amount and subject to any proration among tendering Holders as described above.

        Merger, sale of assets, etc.    The Company will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company's assets (determined on a consolidated basis for the Company and the Company's Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

        (1)   either:

        (a)   the Company shall be the surviving or continuing corporation; or

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        (b)   the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and of the Company's Restricted Subsidiaries substantially as an entirety (the "Surviving Entity"):

        (x)   shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and

        (y)   shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed;

        (2)   immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, (a) shall be able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the "—Limitation on indebtedness" covenant or (b) shall have a Consolidated Fixed Charge Coverage Ratio equal to or greater than such Ratio of the Company immediately prior to such transaction;

        (3)   immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(y) above, no Default or Event of Default shall exist; and

        (4)   the Company or the Surviving Entity shall have delivered to the Trustee an officers' certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries of the Company the Equity Interests of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

        Notwithstanding the foregoing clauses (2) and (3), the Company may merge with an Affiliate that is a Person that has no material assets or liabilities and which was organized solely for the purpose of reorganizing the Company in another jurisdiction.

        The Indenture will provide that upon any consolidation, combination or merger or any transfer of all or substantially all of the assets of the Company in accordance with the foregoing in which the Company is not the continuing corporation, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such surviving entity had been named as such.

        Each Guarantor (other than any Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and the Indenture in connection with any transaction complying with the provisions of "—Disposition of proceeds of asset sales") will not, and the Company will not

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cause or permit any Guarantor to, consolidate with or merge with or into any Person other than the Company or any other Guarantor unless:

        (1)   the entity formed by or surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States or any State thereof or the District of Columbia;

        (2)   such entity assumes by supplemental indenture all of the obligations of the Guarantor on the Note Guarantee; and

        (3)   immediately after giving effect to such transaction, no Default or Event of Default shall exist.

        Any merger or consolidation of a Guarantor with and into the Company (with the Company being the surviving entity) or another Guarantor that is a Restricted Subsidiary of the Company need only comply with clause (4) of the first paragraph of this covenant.

        Transactions with affiliates.    The Company shall not, and shall not cause or permit any Restricted Subsidiary of the Company to, directly or indirectly, conduct any business or enter into any transaction (or series of related transactions) with or for the benefit of any of their respective Affiliates or any officer, director or employee of the Company or any Restricted Subsidiary of the Company (each, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms which are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction with an unaffiliated third party and (ii) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $15.0 million, such Affiliate Transaction shall have been approved by a majority of the disinterested members of the Board of Directors of the Company and the Board of Directors shall have determined that such Affiliate Transaction complies with the foregoing provisions. In addition, any Affiliate Transaction involving aggregate payments or other consideration having a Fair Market Value in excess of $30.0 million will also require a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Company or its Restricted Subsidiaries involved in such Affiliate Transaction, as the case may be.

        Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to:

          (i)  transactions with or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries, so long as no affiliate of the Company (other than a Restricted Subsidiary of the Company) has an ownership interest in such Restricted Subsidiary;

         (ii)  reasonable fees and compensation (whether in cash, Equity Interests or otherwise) paid to and indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors;

        (iii)  loans and advances permitted by clause (k) of the definition of "Permitted Investments";

        (iv)  any transaction with the Company, a Restricted Subsidiary of the Company or joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity;

         (v)  any transactions undertaken pursuant to any contractual obligations in existence on the Issue Date (as in effect on the Issue Date) or any transaction undertaken pursuant to an amendment or replacement of a contractual agreement in existence on the Issue Date so long as

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any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date;

        (vi)  transactions effected as part of a Qualified Receivables Transaction;

       (vii)  any Restricted Payments made in compliance with "—Limitation on restricted payments" above;

      (viii)  any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans, in the ordinary course of business and approved by the Board of Directors of the Company; and

        (ix)  transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are materially no less favorable to the Company or its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, as determined in good faith by the Board of Directors of the Company.

        Provision of financial information.    The Indenture will provide that, whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish the Holders of Notes:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's discussion and analysis of financial condition and results of operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management's Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report thereon by the Company's certified independent accountants; and

        (2)   all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports, in each case within the time periods specified in the SEC's rules and regulations.

        In addition, following the consummation of the exchange offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the SEC, the Company will file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company will be deemed to have furnished any reports required pursuant to the terms of this covenant "Provision of financial information" if it has filed such reports with the SEC via the EDGAR filing system and such reports are publicly available.

        Guarantees by restricted subsidiaries.    The Company will not permit any of its domestic Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the

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Company or any other Restricted Subsidiary of the Company (other than: (1) Permitted Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements in reliance on clause (f) of the second paragraph of the "—Limitation on indebtedness" covenant; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of the "—Limitation on indebtedness" covenant), unless, in any such case:

        (1)   such Restricted Subsidiary executes and delivers a supplemental indenture to the Indenture, providing a guarantee of payment of the Notes by such Restricted Subsidiary; and

        (2)   (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in the Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in the Indenture.

        Notwithstanding the foregoing, any such Note Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon:

        (1)   the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraph, provided that no Default or Event of Default is then outstanding;

        (2)   any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company's Equity Interests in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with the terms of the Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed;

        (3)   so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph under "—Limitation on indebtedness" or clauses (a), (b) or (o) of the second paragraph thereof; or

        (4)   the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture.

Events of default

        The occurrence of any of the following will be defined as an "Event of default" under the Indenture:

        (a)   failure to pay principal of (or premium, if any, on) any Note when due at maturity or otherwise (whether or not prohibited by the provisions of the Indenture described under "—Subordination of the notes" above);

        (b)   failure to pay any interest on any Note when due, continued for 30 days or more (whether or not prohibited by the provisions of the Indenture described under "—Subordination of the notes" above);

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        (c)   failure to perform or comply with any of the provisions described under "—Certain covenants—Merger, sale of assets, etc." above;

        (d)   failure to perform any other covenant, warranty or agreement of the Company under the Indenture or in the Notes, continued for 60 days or more after written notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of the outstanding Notes;

        (e)   default or defaults under the terms of one or more instruments evidencing or securing Indebtedness of the Company or any of its Restricted Subsidiaries having an outstanding principal amount of $15.0 million or more individually or in the aggregate that has resulted in the acceleration of the payment of such Indebtedness or failure by the Company or any of its Restricted Subsidiaries to pay principal when due at the stated maturity of any such Indebtedness and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived;

        (f)    the rendering of a final judgment or judgments (not subject to appeal) against the Company or any of its Restricted Subsidiaries in an amount of $15.0 million or more (net of any amounts covered by reputable and creditworthy insurance companies) which remains undischarged or unstayed for a period of 60 days after the date on which the right to appeal has expired;

        (g)   certain events of bankruptcy, insolvency or reorganization affecting the Company or any of its Significant Subsidiaries; or

        (h)   any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Note Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Note Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Note Guarantee (in each case, other than by reason of release of a Guarantor in accordance with the terms of the Indenture).

        Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders of Notes, unless such Holders shall have offered to the Trustee reasonable indemnity satisfactory to it. Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on such Trustee.

        If an Event of Default (other than an Event of Default specified in clause (g) above with respect to the Company) shall occur and be continuing, the Trustee or the Holders of at least 25% in principal amount of outstanding Notes may declare the principal of and accrued interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same:

        (1)   shall become immediately due and payable; or

        (2)   if there are any amounts outstanding under any Designated Senior Indebtedness, shall become immediately due and payable upon the first to occur of an acceleration under such Designated Senior Indebtedness or five business days after receipt by the Company and the Representative under such Designated Senior Indebtedness of such Acceleration Notice but only if such Event of Default is then continuing.

        If an Event of Default specified in clause (g) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

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        The Indenture will provide that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes may rescind and cancel such declaration and its consequences:

        (1)   if the rescission would not conflict with any judgment or decree;

        (2)   if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

        (3)   to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such declaration of acceleration, has been paid;

        (4)   if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances; and

        (5)   in the event of the cure or waiver of an Event of Default of the type described in clause (h) of the description above of Events of Default, the Trustee shall have received an officers' certificate and an Opinion of Counsel that such Event of Default has been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

        The Holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes.

        Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the Trust Indenture Act. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity satisfactory to it. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

        Under the Indenture, the Company is required to provide an officers' certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

No personal liability of directors, officers, employees, incorporator, manager and stockholders

        No director, officer, employee, incorporator, manager or stockholder of the Company, any Guarantor or any of their respective Affiliates, as such, shall have any liability for any obligations of the Company under the Notes or the Indenture or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Legal defeasance and covenant defeasance

        The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes ("Legal Defeasance"). Such Legal

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Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for:

        (1)   the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

        (2)   the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;

        (3)   the rights, powers, trust, duties and immunities of the Trustee and the Company's obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

        (2)   in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that:

        (a)   the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

        (b)   since the date of the Indenture, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting on such date from the borrowing of funds to be applied to such deposit);

        (5)   such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any other material agreement or instrument to which the

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Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

        (6)   the Company shall have delivered to the Trustee an officers' certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

        (7)   the Company shall have delivered to the Trustee an officers' certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with;

        (8)   the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the trust funds will not be subject to any rights of holders of Senior Indebtedness, including, without limitation, those arising under the Indenture; and

        (9)   certain other customary conditions precedent are satisfied.

        Notwithstanding the foregoing, the Opinion of Counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Satisfaction and discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

        (1)   either:

        (a)   all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid by the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

        (b)   all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (2)   the Company has paid all other sums payable under the Indenture by the Company; and

        (3)   the Company has delivered to the Trustee an officers' certificate and an Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

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Modification of the indenture

        From time to time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture for certain specified purposes, including curing ambiguities, defects or inconsistencies or to provide for the issuance of additional Notes and Note Guarantees, provide for assumption by a successor corporation, comply with the Trust Indenture Act and make other changes that do not adversely effect the rights of any holders of Notes in any material respect. Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

        (1)   reduce the amount of Notes whose Holders must consent to an amendment;

        (2)   reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;

        (3)   reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;

        (4)   make any Notes payable in money other than that stated in the Notes;

        (5)   make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of, premium, if any, and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

        (6)   after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate an Offer to Purchase in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;

        (7)   modify or change any provision of the Indenture or the related definitions affecting the subordination or ranking of the Notes or any Note Guarantee in a manner which adversely affects the Holders; or

        (8)   release any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

        No amendment of, or supplement or waiver to, the Indenture shall adversely affect the rights of the holders of any Senior Indebtedness or Guarantor Senior Indebtedness under the subordination provisions of the Indenture (including any defined terms as used therein) without the consent of each holder of Senior Indebtedness or Guarantor Senior Indebtedness affected thereby.

Governing law

        The Indenture and the Notes will be governed by the laws of the State of New York without regard to principles of conflicts of laws.

The trustee

        Except during the continuance of a Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of a Default, the Trustee will exercise such rights and powers vested in it under the Indenture and use the same degree of care and skill in its

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exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs.

        The Indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the Trustee, should it become a creditor of the Company or any other obligor upon the Notes, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claim as security or otherwise. The Trustee is permitted to engage in other transactions with the Company or an Affiliate of the Company; provided, however, that if it acquires any conflicting interest (as defined in the Indenture or in the Trust Indenture Act), it must eliminate such conflict or resign.

Certain definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full definition of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Indebtedness" means Indebtedness of a Person (a) assumed in connection with an Acquisition from such Person or (b) existing at the time such Person becomes a Restricted Subsidiary of the Company or is merged or consolidated with or into the Company or any Restricted Subsidiary of the Company.

"Acquired Person" means, with respect to any specified Person, any other Person which merges with or into or becomes a Restricted Subsidiary of such specified Person.

"Acquisition" means (i) any capital contribution (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise) by the Company or any Restricted Subsidiary of the Company to any other Person, or any acquisition or purchase of Equity Interests of any other Person by the Company or any Restricted Subsidiary of the Company, in either case pursuant to which such Person shall become a Subsidiary of the Company or shall be consolidated with or merged into the Company or any Subsidiary of the Company or (ii) any acquisition by the Company or any Restricted Subsidiary of the Company of the assets of any Person which constitute substantially all of an operating unit or line of business of such Person or which is otherwise outside of the ordinary course of business.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

"Asset Sale" means any direct or indirect sale, conveyance, transfer, lease (that has the effect of a disposition) or other disposition (including, without limitation, any merger, consolidation or sale-leaseback transaction) to any Person other than the Company or any Restricted Subsidiary, in one transaction or a series of related transactions, of

          (i)  any Equity Interest of any Restricted Subsidiary of the Company (other than directors' qualifying shares, to the extent mandated by applicable law);

         (ii)  any assets of the Company or any Restricted Subsidiary of the Company which constitute substantially all of an operating unit or line of business of the Company or any Restricted Subsidiary of the Company; or

        (iii)  any other property or asset of the Company or any Restricted Subsidiary of the Company outside of the ordinary course of business.

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        For the purposes of this definition, the term "Asset Sale" shall not include:

        (a)   any transaction consummated in compliance with "—Certain covenants—Merger, sale of assets, etc." above and the creation of any Lien not prohibited by "—Certain covenants—Limitation on liens" above;

        (b)   sales of property, inventory or equipment that has become worn out, obsolete or damaged or otherwise unsuitable for use in connection with the business of the Company or any Restricted Subsidiary of the Company, as the case may be;

        (c)   any transaction consummated in compliance with "—Certain covenants—Limitation on restricted payments" above;

        (d)   any transfer or other disposition of accounts receivable and related assets (including contract rights) of the type specified in the definition of "Qualified Receivables Transaction" or a fractional undivided interest therein, by a Receivables Subsidiary in a Qualified Receivables Transaction;

        (e)   sales, conveyances or other dispositions of accounts receivable and related assets (including contract rights) of the type specified in the definition of "Qualified Receivables Transaction", to a Receivables Subsidiary pursuant to a Qualified Receivables Transaction for the fair market value thereof; and

        (f)    the surrender or waiver of contractual rights or the settlement, release or surrender of contract, tort or other claims of any kind.

        In addition, solely for purposes of "—Certain covenants—Disposition of proceeds of asset sales" above, any sale, conveyance, transfer, lease or other disposition of any property or asset, whether in one transaction or a series of related transactions, involving assets with a Fair Market Value not in excess of $5.0 million shall be deemed not to be an Asset Sale.

"Attributable Indebtedness" in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted according to GAAP at the cost of indebtedness implied in the lease) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended).

"Board Resolution" means, with respect to any Person, a duly adopted resolution of the Board of Directors of such Person or any duly authorized committee thereof.

"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on the balance sheet in accordance with GAAP.

"Cash Equivalents" means:

        (a)   U.S. dollars;

        (b)   securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition;

        (c)   certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic commercial bank having capital and surplus in excess of $500 million;

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        (d)   repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above;

        (e)   commercial paper rated at least P-2, A-2 or the equivalent thereof by Moody's Investors Service, Inc. or Standard & Poor's Ratings Services, respectively, and in each case maturing within one year after the date of acquisition;

        (f)    in the case of any Subsidiary of the Company whose jurisdiction of incorporation is not the United States or any state thereof or the District of Columbia, Investments: (i) in direct obligations of the sovereign nation (or any agency thereof) in which such foreign Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof) or (ii) of the type and maturity described in clauses (a) and (b) above of foreign obligors, which Investment or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies;

        (g)   marketable general obligations issued by any state of the United States of America or any political subdivision of such state or any public instrumentality thereof maturing within one year or less from the date of acquisition and, at the time of acquisition having a credit rating of "A" or better from either Moody's or S&P; and

        (h)   interests in any investment company or money market fund which invests primarily in instruments of the type specified in clauses (a) through (g) above.

"Change of Control" means the occurrence of any of the following events (whether or not approved by the Board of Directors of the Company):

          (i)  any Person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than one or more Permitted Holders, is or becomes the "beneficial owner" (as defined in Rule 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time, upon the happening of an event or otherwise), directly or indirectly, of more than 35% of the total voting power of the then outstanding Voting Equity Interests of the Company;

         (ii)  the Company consolidates with, or merges with or into, another Person (other than a Restricted Subsidiary) or the Company or any of its Restricted Subsidiaries sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of the Company and its Restricted Subsidiaries (determined on a consolidated basis) to any Person (other than the Company or any Restricted Subsidiary), other than any such transaction where immediately after such transaction the Person or Persons that "beneficially owned" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have "beneficial ownership" of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time) immediately prior to such transaction, directly or indirectly, a majority of the total voting power of the then outstanding Voting Equity Interests of the Company "beneficially own" (as so determined), directly or indirectly, a majority of the total voting power of the then outstanding Voting Equity Interests of the surviving or transferee Person (for purposes of this clause (ii) a Person shall be deemed to own any Voting Equity Interests of a specified entity held by a parent entity if such Person is the beneficial owner, directly or indirectly, of at least 95% of the voting power of the voting Equity Interests of such parent entity);

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        (iii)  during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company then in office; or

        (iv)  the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution other than in a transaction which complies with the provisions described under "—Merger, sale of assets, etc."

"Change of Control Date" has the meaning set forth under "Offer to purchase upon change of control" above.

"Consolidated EBITDA" means, for any period, the Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Income Tax Expense for such period; (ii) Consolidated Interest Expense for such period; and (iii) Consolidated Non-cash Charges for such period less (A) all non-cash items increasing Consolidated Net Income for such period and (B) all cash payments during such period relating to non-cash charges that were added back in determining Consolidated EBITDA in any prior period.

"Consolidated Fixed Charge Coverage Ratio" as of any date of determination means the ratio of

          (i)  the aggregate amount of Consolidated EBITDA for the four quarter period of the most recent four consecutive fiscal quarters for which internal financial statements are available ending prior to the date of such determination (the "Four Quarter Period") to

         (ii)  Consolidated Fixed Charges for such Four Quarter Period; provided, however, that

        (1)   if the Company or any Restricted Subsidiary of the Company has incurred any Indebtedness since the beginning of such Four Quarter Period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Fixed Charges for such Four Quarter Period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such Four Quarter Period and the discharge of any other Indebtedness repaid, repurchased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such Four Quarter Period,

        (2)   if since the beginning of such Four Quarter Period the Company or any Restricted Subsidiary of the Company shall have made any Asset Sale, the Consolidated EBITDA for such Four Quarter Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Sale for such Four Quarter Period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such Four Quarter Period and Consolidated Fixed Charges for such Four Quarter Period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary of the Company repaid, repurchased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Sale for such Four Quarter Period (or, if the Equity Interests of any Restricted Subsidiary of the Company are sold, the Consolidated Interest Expense for such Four Quarter Period directly attributable to the Indebtedness of such Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale),

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        (3)   if since the beginning of such Four Quarter Period the Company or any Restricted Subsidiary of the Company (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary of the Company (or any Person that becomes a Restricted Subsidiary of the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, Consolidated EBITDA and Consolidated Fixed Charges for such Four Quarter Period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such Four Quarter Period, and

        (4)   if since the beginning of such Four Quarter Period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary of the Company since the beginning of such Four Quarter Period) shall have made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by the Company or a Restricted Subsidiary of the Company during such Four Quarter Period, Consolidated EBITDA and Consolidated Fixed Charges for such Four Quarter Period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition of assets occurred on, with respect to any Investment or acquisition, the first day of such Four Quarter Period and, with respect to any Asset Sale, the first day of such Four Quarter Period.

        For purposes of this definition, whenever pro forma effect is to be given to an acquisition of assets, the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations (i) shall be determined in accordance with Regulation S-X under the Securities Act as in effect on the date of such calculation and (ii) may also give effect to additional cost savings provided that either (A) such cost savings were actually implemented by the business that was the subject of any such acquisition of assets within 12 months after the date of such acquisition and prior to the date of determination that are supportable and quantifiable by the underlying accounting records of such business or (B) such cost savings are related to the business that is the subject of any such acquisition of assets and the Company reasonably determines are probable based on specifically identifiable actions to be taken within 12 months of such acquisition and, in the case of each of clauses (ii)(A) and (B), are described in an officer's certificate to be delivered to the Trustee from a financial or accounting officer of the Company that outlines the actions taken or to be taken, the net cost savings achieved or to be achieved from such action and that, in the case of clause (ii)(B), such savings have been determined to be probable. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any agreement under which Interest Rate Protection Obligations are outstanding applicable to such Indebtedness if such agreement under which such Interest Rate Protection Obligations are outstanding has a remaining term as at the date of determination of not less than 12 months); provided, however, that the Consolidated Interest Expense of the Company attributable to interest on any Indebtedness Incurred under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the Four Quarter Period.

"Consolidated Fixed Charges" means, with respect to any Person for any period, the sum, without duplication, of (i) Consolidated Interest Expense and (ii) the product of (x) the amount of all dividend payments on any series of Preferred Equity Interest of such Person and its consolidated subsidiaries (other than dividends paid solely in Qualified Equity Interests) paid, accrued or scheduled to be paid or accrued during such period times (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated federal, state and local tax rate of such Person, expressed as a decimal.

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"Consolidated Income Tax Expense" means, with respect to the Company for any period, the provision for Federal, state, local and foreign income taxes payable by the Company and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

"Consolidated Interest Expense" means, with respect to the Company for any period, without duplication, the sum of (i) the interest expense of the Company and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP, including, without limitation, (a) any amortization of debt discount, (b) the net cost under Interest Rate Protection Obligations (including any amortization of discounts), (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, (e) all capitalized interest and all accrued interest, (f) non-cash interest expense and (g) interest on Indebtedness of another Person that is guaranteed by the Company or any Restricted Subsidiary of the Company actually paid by the Company or any Restricted Subsidiary of the Company and (ii) the interest component of Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP.

"Consolidated Net Income" means, for any period, the consolidated net income (loss) of the Company and its Restricted Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income: (i) any net income (loss) of any Person if such person is not a Restricted Subsidiary of the Company, except (a) the Company's equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income and (b) solely for purposes of the covenant entitled "Limitation on Restricted Payments", the Company's equity in the net income of any such Person for such period shall be included in determining such Consolidated Net Income only to the extent of the amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution; (ii) any net income (loss) of any person acquired by the Company or a Restricted Subsidiary of the Company in a pooling of interests transaction for any period prior to the date of such acquisition; (iii) any net income (but not loss) of any Restricted Subsidiary of the Company if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company to the extent of such restrictions; provided, however, that solely for purposes of the covenant entitled "Limitation on Restricted Payments" that the Company's equity in the net income of any such Person for such period shall be included in determining such Consolidated Net Income only to the extent of the amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution; (iv) any gain or loss realized upon the sale or other disposition of any asset of the Company or its Restricted Subsidiaries (including pursuant to any sale and leaseback transaction) outside of the ordinary course of business including, without limitation, on or with respect to Investments (and excluding dividends, distributions or interest thereon); (v) any extraordinary gain or loss; (vi) the cumulative effect of a change in accounting principles after the Issue Date; (vii) any non-cash SFAS 133 income (or loss) related to hedging activities; (viii) any restoration to income of any contingency reserve of an extraordinary, non-recurring or unusual nature, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date; and (ix) any non-recurring charges related to any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring Indebtedness prior to its stated maturity.

"Consolidated Non-cash Charges" means, with respect to any Person, for any period the sum of (A) depreciation, (B) amortization and (C) other non-cash expenses of such Person and its Subsidiaries reducing Consolidated Net Income of such Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (excluding, for purposes of clause (C) only, such charges which require an accrual of or a reserve for cash charges for any future period).

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"Credit Facilities" means, one or more debt facilities (including, without limitation, the Senior Credit Facilities) or commercial paper facilities, in each case with banks, investment banks, insurance companies, mutual funds and/or other institutional lenders providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose entities formed from (or sell receivables to) such lenders against such receivables or inventory) or letters of credit, or senior secured notes in each case, as amended, restated, modified, renewed, refunded, replaced or supplemented in whole or in part and without limitation to amounts, terms, conditions, covenants and other provisions, from time to time.

"Currency Agreement" means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

"Designated Senior Indebtedness" means (a) any Indebtedness outstanding under the Senior Credit Facilities and (b) any other Senior Indebtedness which, at the time of determination, has an aggregate principal amount outstanding, together with any commitments to lend additional amounts, of at least $25.0 million, if the instrument governing such Senior Indebtedness expressly states that such Indebtedness is "Designated Senior Indebtedness" for purposes of the Indenture and a Board Resolution setting forth such designation by the Company has been filed with the Trustee.

"Disqualified Equity Interest" means any Equity Interest which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable, at the option of the holder thereof, in whole or in part, or exchangeable into Indebtedness on or prior to the maturity date of the Notes; provided, however, that any Equity Interests that would not constitute Disqualified Equity Interests but for the provisions thereof giving holders thereof the right to require such Person to redeem or repurchase such Equity Interests upon the occurrence of any "asset sale" or "change of control" occurring prior to the maturity date of the Notes shall not constitute Disqualified Equity Interests if the "asset sale" or "change of control" provisions applicable to such Equity Interests are not more favorable to the holders of such Equity Interests than the provisions of the covenants described under "Offer to purchase upon change of control" and "Certain covenants—Disposition of proceeds of asset sales."

"Equity Interest" in any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) corporate stock or other equity participations, including partnership interests, whether general or limited, in such Person, including any Preferred Equity Interests.

"Equity Offering" means, with respect to the Company, an offering of Qualified Equity Interests of the Company or any equity capital contribution in respect of Qualified Equity Interests.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

"Expiration Date" has the meaning set forth in the definition of "Offer to Purchase" below.

"Fair Market Value" means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm's-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction.

"Foreign Subsidiary" means any Subsidiary which is not organized in the United States.

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        "Foreign Subsidiary Total Tangible Assets" means the aggregate amount of assets of the Company's Foreign Subsidiaries that are Restricted Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom (to the extent otherwise included therein) all goodwill, tradenames, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the books and records of such Foreign Subsidiaries on a consolidated basis in accordance with GAAP.

"Four Quarter Period" has the meaning set forth in the definition of "Consolidated Fixed Coverage Ratio" above.

"GAAP" means, at any date of determination, generally accepted accounting principles in effect in the United States which are applicable at the date of determination and which are consistently applied for all applicable periods.

"guarantee" means, as applied to any obligation, (i) a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such obligation and (ii) an agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of all or any part of such obligation, including, without limiting the foregoing, the payment of amounts drawn down by letters of credit.

        "Guarantor" means (1) each domestic Subsidiary of the Company (other than Solgar Holdings, Inc., Solgar Inc. and Solgar Mexico Holdings, LLC) upon the earlier of (x) the date within three Business Days after the date of redemption of all of the Company's issued and outstanding 8⁵/8% Notes due September 15, 2007 and (y) the date that is 45 days after the Issue Date; (2) Solgar Holdings, Inc., Solgar Inc. and Solgar Mexico Holdings, LLC, which will guarantee the Notes as promptly as practicable after such time that the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time; and (3) each of the Company's Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Note Guarantee is released in accordance with the terms of the Indenture.

"Guarantor Senior Indebtedness" means, with respect to any Guarantor, at any date,

        (a)   all Obligations of such Guarantor under the Senior Credit Facilities;

        (b)   all Interest Rate Protection Obligations of such Guarantor;

        (c)   all Obligations of such Guarantor under stand-by letters of credit; and

        (d)   all other Indebtedness of such Guarantor for borrowed money, including principal, premium, if any, and interest (including Post-Petition Interest) on such Indebtedness, unless the instrument under which such Indebtedness of the Guarantor for money borrowed is Incurred expressly provides that such Indebtedness for money borrowed is not senior or superior in right of payment to the Guarantee of the Notes, and all renewals, extensions, modifications, amendments or refinancings thereof.

        Notwithstanding the foregoing, Guarantor Senior Indebtedness shall not include:

        (a)   to the extent that it may constitute Indebtedness, any Obligation for Federal, state, local or other taxes;

        (b)   any Indebtedness among or between such Guarantor and the Company, any Subsidiary of the Company or any Affiliate of the Company or any of such Affiliate's Subsidiaries;

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        (c)   to the extent that it may constitute Indebtedness, any Obligation in respect of any trade payable Incurred for the purchase of goods or materials, or for services obtained, in the ordinary course of business;

        (d)   that portion of any Indebtedness that is Incurred in violation of the Indenture;

        (e)   Indebtedness evidenced by the Note Guarantees;

        (f)    Indebtedness of such Guarantor that is expressly subordinate or junior in right of payment to any other Indebtedness of the Company;

        (g)   to the extent that it may constitute Indebtedness, any obligation owing under leases (other than Capital Lease Obligations) or management agreements; and

        (h)   any obligation that by operation of law is subordinate to any general unsecured obligations of such Guarantor. No Indebtedness shall be deemed to be subordinated to other Indebtedness solely because such other Indebtedness is secured.

"Holders" means the registered holders of the Notes.

"Incur" means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of such Indebtedness or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on the balance sheet of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings correlative to the foregoing). Indebtedness of any Acquired Person or any of its Subsidiaries existing at the time such Acquired Person becomes a Restricted Subsidiary of the Company (or is merged into or consolidated with the Company or any Restricted Subsidiary of the Company), whether or not such Indebtedness was Incurred in connection with, as a result of, or in contemplation of, such Acquired Person becoming a Subsidiary of the Company (or being merged into or consolidated with the Company or any Restricted Subsidiary), shall be deemed Incurred at the time any such Acquired Person becomes a Restricted Subsidiary or merges into or consolidates with the Company or any Restricted Subsidiary.

"Indebtedness" means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent:

        (a)   indebtedness of such Person for money borrowed;

        (b)   indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses;

        (c)   every reimbursement obligation of such Person with respect to letters of credit, bankers' acceptances or similar facilities issued for the account of such Person;

        (d)   the deferred purchase price of property or services (but excluding trade accounts payable incurred in the ordinary course of business and payable in accordance with industry practices, or other accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested in good faith);

        (e)   every Capital Lease Obligation of such Person;

        (f)    every net obligation under Interest Rate Protection Obligations or similar agreements or Currency Agreements of such Person;

        (g)   Attributable Indebtedness;

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        (h)   every obligation of the type referred to in clauses (a) through (g) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise; and

        (i)    any and all deferrals, renewals, extensions and refundings of, or amendments, modifications or supplements to, any liability of the kind described in any of the preceding clauses (a) through (h) above.

        Indebtedness:

          (i)  shall not include obligations of any Person (x) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, provided that such obligations are extinguished within five Business Days of their incurrence, (y) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past business practices and (z) under stand-by letters of credit to the extent collateralized by cash or Cash Equivalents;

         (ii)  which provides that an amount less than the principal amount thereof shall be due upon any declaration of acceleration thereof shall be deemed to be Incurred or outstanding in an amount equal to the accreted value thereof at the date of determination; and

        (iii)  shall not include obligations under performance bonds, performance guarantees, surety bonds and appeal bonds, letters of credit or similar obligations, incurred in the ordinary course of business.

"Independent Financial Advisor" means a nationally recognized accounting, appraisal, investment banking firm or consultant.

"Insolvency or Liquidation Proceeding" means, with respect to any Person, any liquidation, dissolution or winding up of such Person, or any bankruptcy, reorganization, insolvency, receivership or similar proceeding with respect to such Person, whether voluntary or involuntary.

"interest" means, with respect to the Notes, the sum of any cash interest and any Liquidated Damages (as defined under "Registration Rights" below) on the Notes.

"Interest Rate Protection Obligations" means, with respect to any Person, the Obligations of such Person under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements, and other similar agreements or arrangements.

"Investment" means, with respect to any Person, any direct or indirect loan, advance, guarantee or other extension of credit or capital contribution to (by means of transfers of cash or other property or assets to others or payments for property or services for the account or use of others, or otherwise), or purchase or acquisition of Equity Interests, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person. For purposes of the "Limitation on Restricted Payments" covenant above, the amount of any Investment shall be the original cost of such Investment, plus the cost of all additions thereto, but without any other adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment; reduced by the payment of dividends or distributions in connection with such Investment or any other amounts received in respect of such Investment; provided, however, that no such payment of dividends or distributions or receipt of any such other amounts shall reduce the amount of any Investment if such payment of dividends or distributions or receipt of any such amounts would be included in Consolidated Net Income. In determining the amount of any Investment involving a transfer of any property or asset other than cash, such property shall be valued at its fair market value at the time of such transfer, as determined in good faith by the Board of Directors (or comparable body) of the Person making such transfer.

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"Issue Date" means the original issue date of the outstanding notes.

"Lien" means any lien, mortgage, charge, security interest, hypothecation, assignment for security or encumbrance of any kind (including any conditional sale or capital lease or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

"Maturity Date" means the date, which is set forth on the face of the Notes, on which the Notes will mature.

"Net Cash Proceeds" means the aggregate proceeds in the form of cash or Cash Equivalents received by the Company or any Restricted Subsidiary of the Company in respect of any Asset Sale, net of:

        (a)   the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof;

        (b)   taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements);

        (c)   amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale;

        (d)   amounts deemed, in good faith, appropriate by the Board of Directors of the Company to be provided as a reserve, in accordance with GAAP, against any liabilities associated with such assets which are the subject of such Asset Sale; including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an officers' certificate delivered to the Trustee (provided that the amount of any such reserves shall be deemed to constitute Net Cash Proceeds at the time such reserves shall have been reversed or are not otherwise required to be retained as a reserve); and

        (e)   with respect to Asset Sales by Restricted Subsidiaries, the portion of such cash payments attributable to Persons holding a minority interest in such Restricted Subsidiary.

"Net Proceeds Utilization Date" has the meaning set forth in the second paragraph under "—Certain covenants—Disposition of proceeds of asset sales" above.

        "Non-Recourse Receivables Subsidiary Indebtedness" has the meaning specified in the definition of Receivables Subsidiary.

        "Note Guarantee" means a guarantee of the Notes by a Guarantor.

"Obligations" means any principal, interest (including, without limitation, Post-Petition Interest), penalties, fees, indemnifications, reimbursement obligations, damages and other liabilities payable under the documentation governing any Indebtedness.

"Offer" has the meaning set forth in the definition of "Offer to Purchase" below.

"Offer to Purchase" means a written offer (the "Offer") sent by or on behalf of the Company by first-class mail, postage prepaid, to each Holder at its address appearing in the register for the Notes on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as determined pursuant to the Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the "Expiration Date") of the Offer to Purchase, which shall be not less than 20 business days nor more than 60 days after the date of such Offer, and a settlement date (the "Purchase Date") for purchase of Notes to occur no later than five Business Days after the Expiration Date. The Company shall notify the Trustee at least 15 Business Days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the

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Offer of the Company's obligation to make an Offer to Purchase, and the Offer shall be mailed by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all the information required by applicable law to be included therein. The Offer shall also contain information, as specified in the Indenture governing the Notes, concerning the business of the Company and its Subsidiaries which the Company in good faith believes will enable such Holders to make an informed decision with respect to the Offer to Purchase and the procedures that holders of Notes must follow to accept the Offer to Purchase.

"Opinion of Counsel" means a written opinion from legal counsel. The counsel may be an employee of or counsel to the Company.

"Permitted Holder" means Scott Rudolph, Arthur Rudolph, Harvey Kamil, Michael Slade and members of any of their immediate families and trusts of which such persons are the beneficiaries.

"Permitted Indebtedness" has the meaning set forth in the second paragraph of "—Certain covenants—Limitation on indebtedness" above.

"Permitted Investments" means

        (a)   Cash Equivalents;

        (b)   Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other similar deposits;

        (c)   Interest Rate Protection Obligations and Currency Agreements;

        (d)   Investments received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers, in each case arising in the ordinary course of business;

        (e)   Investments in the Company and direct or indirect loans, advances, guarantees or other extensions of credit in the ordinary course of business to or on behalf of a Subsidiary of the Company and cash Investments in a Person that, as a result of or in connection with such Investment, is merged with or into or consolidated with the Company or a Restricted Subsidiary or that will become a Restricted Subsidiary;

        (f)    Investments in the Company by any Restricted Subsidiary of the Company; provided that any Indebtedness evidencing such Investment and held by a Restricted Subsidiary that is not a Guarantor is unsecured and subordinated, pursuant to a written agreement, to the Company's obligations under the Notes and the Indenture;

        (g)   Investments made by the Company or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the "Disposition of Proceeds from Asset Sales" covenant;

        (h)   Investments represented by guarantees that are otherwise permitted under the Indenture;

        (i)    Investments permitted by clauses (i), (iv) or (vi) of the Affiliate Transactions covenant described above under "—Transactions with affiliates;"

        (j)    Investments paid for in Equity Interests of the Company;

        (k)   loans or advances to officers, employees or consultants of the Company and its Subsidiaries in the ordinary course of business for bona fide business purposes of the Company and its Subsidiaries (including travel and moving expenses) not in excess of $5.0 million in the aggregate at any one time outstanding;

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        (l)    payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

        (m)  any Investment by the Company or any Restricted Subsidiary in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other person in connection with a Qualified Receivables Transaction, so long as any Investment in a Receivables Subsidiary is in the form of a note evidencing Purchase Money Indebtedness or an Investment in Equity Interests;

        (n)   Investments in Permitted Joint Ventures not to exceed the greater of (x) 5.0% of Total Tangible Assets or (y) $50.0 million at any one time outstanding (with each such Investment being valued as of the date made and without regard to subsequent changes in value), less the net cash proceeds received (or Fair Market Value of property or assets received) upon disposition of such Investment; and

        (o)   additional Investments not to exceed $30.0 million at any one time outstanding.

        "Permitted Joint Venture" means a corporation, partnership or other entity (other than a Subsidiary) engaged in the business of the Company and its Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto in respect of which the Company or a Restricted Subsidiary beneficially owns at least 25% of the shares of Equity Interests of such entity.

"Permitted Junior Securities" means any securities of the Company or any other Person that are (i) equity securities without special covenants or (ii) debt securities expressly subordinated in right of payment to all Senior Indebtedness that may at the time be outstanding, to substantially the same extent as, or to a greater extent than, the Notes are subordinated as provided in the Indenture, or in any event pursuant to a court order so providing and as to which (a) the rate of interest on such securities shall not exceed the effective rate of interest on the Notes on the date of the Indenture, (b) such securities shall not be entitled to the benefits of covenants or defaults materially more beneficial to the holders of such securities than those in effect with respect to the Notes on the date of the Indenture and (c) such securities shall not provide for amortization (including sinking fund and mandatory prepayment provisions) commencing prior to the date six months following the final scheduled maturity date of the Senior Indebtedness (as modified by the plan of reorganization of readjustment pursuant to which such securities are issued).

"Permitted Liens" means

        (a)   Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Restricted Subsidiary of the Company; provided, however, that such Liens were in existence prior to the contemplation of such merger or consolidation and do not secure any property or assets of the Company or any Restricted Subsidiary of the Company other than the property or assets subject to the Liens prior to such merger or consolidation;

        (b)   Liens imposed by law such as carriers', warehousemen's and mechanics' Liens and other similar Liens arising in the ordinary course of business which secure payment of obligations not more than 60 days past due or which are being contested in good faith and by appropriate proceedings;

        (c)   Liens existing on the Issue Date;

        (d)   Liens securing only the Notes;

        (e)   Liens in favor of the Company or any Subsidiary of the Company;

        (f)    Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and

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diligently concluded; provided, however, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

        (g)   easements, reservation of rights of way, restrictions and other similar easements, licenses, restrictions on the use of properties, or minor imperfections of title that in the aggregate are not material in amount and do not in any case materially detract from the properties subject thereto or interfere with the ordinary conduct of the business of the Company and its Restricted Subsidiaries;

        (h)   Liens resulting from the deposit of cash or notes in connection with contracts, tenders or expropriation proceedings, or to secure workers' compensation, surety or appeal bonds, costs of litigation when required by law and public and statutory obligations or obligations under franchise arrangements entered into in the ordinary course of business;

        (i)    any interest or title of a lessor under any Capital Lease Obligation; provided that such Liens do not extend to any property or asset which is not leased property subject to such Capital Lease Obligation;

        (j)    Liens securing Purchase Money Indebtedness incurred or in the ordinary course of business; provided, however, that (a) such Purchase Money Indebtedness shall not exceed the purchase price or other cost of such property or equipment and shall not be secured by any property or equipment of the Company or any Restricted Subsidiary of the Company other than the property and equipment so acquired and (b) the Lien securing such Purchase Money Indebtedness shall be created within 180 days of such acquisition;

        (k)   Liens to secure any refinancings, renewals, extensions, modifications or replacements (collectively, "refinancings") (or successive refinancings), in whole or in part, of any Indebtedness secured by Liens referred to in the clauses above so long as such Lien does not extend to any other property (other than improvements thereto);

        (l)    Liens securing Indebtedness permitted by clause (l) of the second paragraph of the "Limitation on Indebtedness" covenant;

        (m)  judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

        (n)   Liens securing Interest Rate Protection Obligations and Currency Agreements that are described in clauses (d) and (f) of the second paragraph under "—Certain covenants—Limitation on indebtedness" under the Indenture;

        (o)   Liens on assets of a Restricted Subsidiary of the Company that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under the Indenture;

        (p)   leases, subleases, licenses and sublicenses granted to others that do not materially interfere with the ordinary course of business of the Company and its Restricted Subsidiaries;

        (q)   banker's Liens, rights of setoff and similar Liens with respect to cash and Cash Equivalents on deposit in one or more bank accounts in the ordinary course of business;

        (r)   Liens arising from filing Uniform Commercial Code financing statements regarding leases;

        (s)   Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods; and

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        (t)    Liens on the Equity Interests of a Receivables Subsidiary and accounts receivable and related assets described in the definition of Qualified Receivables Transaction, in each case, incurred in connection with a Qualified Receivables Transaction.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, limited liability limited partnership, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Post-Petition Interest" means, with respect to any Indebtedness of any Person, all interest accrued or accruing on such Indebtedness after the commencement of any Insolvency or Liquidation Proceeding against such Person in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing such Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such Insolvency or Liquidation Proceeding.

"Preferred Equity Interest," in any Person, means an Equity Interest of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over Equity Interests of any other class in such Person.

"principal" of a debt security means the principal of the security plus, when appropriate, the premium, if any, on the security.

"Purchase Amount" has the meaning set forth in the definition of "Offer to Purchase" above.

"Purchase Date" has the meaning set forth in the definition of "Offer to Purchase" above.

"Purchase Money Indebtedness" means Indebtedness of the Company or any Restricted Subsidiary of the Company Incurred for the purpose of financing in the ordinary course of business all or any part of the purchase price or the cost of construction or improvement of any property; provided, however, that the aggregate principal amount of such Indebtedness does not exceed the lesser of the Fair Market Value of such property or such purchase price or cost, including any refinancing of such Indebtedness that does not increase the aggregate principal amount (or accreted amount, if less) thereof as of the date of refinancing.

"Qualified Equity Interest" in any Person means any Equity Interest in such Person other than any Disqualified Equity Interest.

"Qualified Receivables Transaction" means any transaction or series of transactions entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or such Restricted Subsidiary sells, conveys or otherwise transfers (including the grant of a backup security interest in the assets purported to be transferred for any such sale, conveyance or transfer) to (a) a Receivables Subsidiary (in the case of a transfer by the Company or any of the Restricted Subsidiaries) or (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Restricted Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with an accounts receivable financing transaction; provided such transaction is on market terms at the time the Company or such Restricted Subsidiary enters into such transaction.

"Receivables Repurchase Obligation" means any obligation of a seller of receivables in a Qualified Receivables Transaction to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming

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subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

"Receivables Subsidiary" means a Subsidiary of the Company:

        (1)   that is formed solely for the purpose of, and that engages in no activities other than activities in connection with, financing accounts receivable of the Company and/or its Restricted Subsidiaries;

        (2)   that is designated by the Company as a Receivables Subsidiary and that has total assets at the time of such creation and designation with a book value of $10,000 or less;

        (3)   no portion of the Indebtedness or any other obligation (contingent or otherwise) of which (a) is at any time guaranteed by the Company or any Restricted Subsidiary (excluding guarantees of obligations (other than any guarantee of Indebtedness) pursuant to Standard Securitization Undertakings), (b) is at any time recourse to or obligates the Company or any Restricted Subsidiary in any way, other than pursuant to Standard Securitization Undertakings or (c) subjects any asset of the Company or any other Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings (such Indebtedness, "Non-Recourse Receivables Subsidiary Indebtedness");

        (4)   with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than contracts, agreements, arrangements and understandings entered into in the ordinary course of business on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from persons that are not the Company's Affiliates in connection with a Qualified Receivables Transaction and fees payable in the ordinary course of business in connection with servicing accounts receivable in connection with such a Qualified Receivables Transaction; and

        (5)   with respect to which neither the Company nor any Restricted Subsidiary has any obligation (a) to subscribe for additional Equity Interests therein or make any additional capital contribution or similar payment or transfer thereto or (b) to maintain or preserve the solvency or any balance sheet term, financial condition, level of income or results of operations thereof.

"Redemption Date" has the meaning set forth in the third paragraph of "Optional redemption" above.

"Replacement Assets" has the meaning set forth in the first paragraph under "Certain covenants—Disposition of proceeds of asset sales" above.

"Representative" means any agent or representative in respect of any Designated Senior Indebtedness; provided that if, and for so long as, any Designated Senior Indebtedness lacks such representative, then the Representative for such Designated Senior Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt.

        "Restricted Subsidiary" of any Person means any Subsidiary of such Person which at the time of determination is not an Unrestricted Subsidiary.

"Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by the Company or any Restricted Subsidiary of the Company of any real or tangible personal Property, which property has been or is to be sold or transferred by the Company or such Subsidiary to such Person in contemplation of such leasing.

"SEC" means the Securities and Exchange Commission.

"Senior Credit Facilities" means the second amended and restated credit and guarantee agreement, dated as of August 1, 2005, by and among the Company, the Subsidiaries of the Company identified on

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the signature pages thereof and any Subsidiary of the Company that is later added thereto, the lenders named therein, and J.P. Morgan Chase Bank, N.A. as Agent, as amended, including any deferrals, renewals, extensions, replacements, refinancings or refundings thereof, or amendments, modifications or supplements thereto and any agreement providing therefor, whether by or with the same or any other lender, creditor, group of lenders or group of creditors, and including related notes, guarantee and note agreements and other instruments and agreements executed in connection therewith.

"Senior Indebtedness" means, at any date,

        (a)   all Obligations of the Company under the Senior Credit Facilities;

        (b)   all Interest Rate Protection Obligations of the Company;

        (c)   all Obligations of the Company under stand-by letters of credit; and

        (d)   all other Indebtedness of the Company for borrowed money, including principal, premium, if any, and interest (including Post-Petition Interest) on such Indebtedness, unless the instrument under which such Indebtedness of the Company for money borrowed is Incurred expressly provides that such Indebtedness for money borrowed is not senior or superior in right of payment to the Notes, and all renewals, extensions, modifications, amendments or refinancings thereof.

        Notwithstanding the foregoing, Senior Indebtedness shall not include:

        (a)   to the extent that it may constitute Indebtedness, any Obligation for Federal, state, local or other taxes;

        (b)   any Indebtedness among or between the Company and any Subsidiary of the Company or any Affiliate of the Company or any of such Affiliate's Subsidiaries;

        (c)   to the extent that it may constitute Indebtedness, any Obligation in respect of any trade payable Incurred for the purchase of goods or materials, or for services obtained, in the ordinary course of business;

        (d)   that portion of any Indebtedness that is Incurred in violation of the Indenture;

        (e)   Indebtedness evidenced by the Notes;

        (f)    Indebtedness of the Company that is expressly subordinate or junior in right of payment to any other Indebtedness of the Company;

        (g)   to the extent that it may constitute Indebtedness, any obligation owing under leases (other than Capital Lease Obligations) or management agreements; and

        (h)   any obligation that by operation of law is subordinate to any general unsecured obligations of the Company. No Indebtedness shall be deemed to be subordinated to other Indebtedness solely because such other Indebtedness is secured.

"Significant Subsidiary" means any Restricted Subsidiary of the Company that would be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

"Standard Securitization Undertakings" means representations, warranties, indemnities and guarantees of performance entered into by the Company or any Restricted Subsidiary of the Company which are reasonably customary in an accounts receivable securitization transaction, it being understood that any Receivables Repurchase Obligation which is customary for off-balance sheet receivables financing shall be deemed to be a Standard Securitization Undertaking.

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"Stated Maturity" means, when used with respect to any Note or any installment of interest thereon, the date specified in such Note as the fixed date on which the principal of such Note or such installment of interest is due and payable.

"Subordinated Indebtedness" means, with respect to the Company, any Indebtedness of the Company which is expressly subordinated in right of payment to the Notes.

"Subsidiary" means, with respect to any Person, (a) any corporation of which the outstanding Voting Equity Interests having at least a majority of the votes entitled to be cast in the election of directors shall at the time be owned, directly or indirectly, by such Person, or (b) any other Person of which at least a majority of Voting Equity Interests are at the time, directly or indirectly, owned by such first named Person.

        "Total Tangible Assets" means the aggregate amount of assets of the Company and its Restricted Subsidiaries (less applicable reserves and other properly deductible items) after deducting therefrom (to the extent otherwise included therein) all goodwill, tradenames, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the books and records of the Company and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP.

"United States Government Obligations" means direct non-callable obligations of the United States of America for the payment of which the full faith and credit of the United States is pledged.

        "Unrestricted Subsidiary" of any Person means:

        (1)   any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of Directors of such Person in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Equity Interests of, or owns or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that:

        (1)   the Company certifies to the Trustee that such designation complies with the "—Certain covenants—Limitation on restricted payments" covenant; and

        (2)   each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.

        For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with the "—Certain covenants—Limitation on restricted payments" covenant, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of Directors of the Company, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under the "—Certain covenants—Limitation on restricted payments" covenant.

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        The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

        (1)   immediately after giving effect to such designation, the Company is able to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with the "—Certain covenants—Limitation on indebtedness" covenant; and

        (2)   immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

"Unutilized Net Cash Proceeds" has the meaning set forth in the third paragraph under "—Certain covenants—Disposition of proceeds of asset sales" above.

"Voting Equity Interests" means Equity Interests in a corporation or other Person with voting power under ordinary circumstances entitling the holders thereof to elect the Board of Directors or other governing body of such corporation or Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payment of principal, including payment of final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by (b) the then outstanding aggregate principal amount of such Indebtedness.

"Wholly Owned Restricted Subsidiary" means any Wholly Owned Subsidiary of the Company which at the time of determination is a Restricted Subsidiary of such Person.

"Wholly Owned Subsidiary" means any Subsidiary of the Company all of the outstanding Voting Equity Interests (other than directors' qualifying shares) of which are owned, directly or indirectly, by the Company and/or one or more Wholly Owned Subsidiaries.

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BOOK-ENTRY SETTLEMENT AND CLEARANCE

The global exchange notes

        The exchange notes will be issued in the form of one or more registered exchange notes in global form, without interest coupons, which are called the global exchange notes. Upon issuance, the global exchange notes will be deposited with the Trustee as custodian for The Depository Trust Company, or DTC, and registered in the name of Cede & Co., as nominee of DTC.

        Ownership of beneficial interests in a global exchange note will be limited to persons who have accounts with DTC, which are called DTC participants, or persons who hold interests through DTC participants. We expect that under procedures established by DTC, ownership of beneficial interests in a global exchange note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global exchange note).

        Beneficial interests in the global exchange notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below.

Book-entry procedures for the global notes

        All interests in the global exchange notes will be subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. We are not responsible for those operations or procedures.

        DTC has advised us that it is:

•

a limited purpose trust company organized under the laws of the State of New York;



•

a "banking organization" within the meaning of the New York State Banking Law;



•

a member of the Federal Reserve System;



•

a "clearing corporation" within the meaning of the Uniform Commercial Code; and



•

a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934.

        DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

        So long as DTC's nominee is the registered owner of a global exchange note, that nominee will be considered the sole owner or holder of the exchange notes represented by that global exchange note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global exchange note:

•

will not be entitled to have notes represented by the global exchange note registered in their names;



•

will not receive or be entitled to receive physical, certificated notes; and

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•

will not be considered the owners or holders of the exchange notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee under the indenture.

        As a result, each investor who owns a beneficial interest in a global exchange note must rely on the procedures of DTC to exercise any rights of a holder of exchange notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

        Payments of principal, premium (if any) and interest with respect to the exchange notes represented by a global exchange note will be made by the Trustee to DTC's nominee as the registered holder of the global exchange note. Neither we nor the Trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global exchange note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

        Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global exchange note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

        Transfers between participants in DTC will be effected under DTC's procedures and will be settled in same-day funds.

        DTC has agreed to the above procedures to facilitate transfers of interests in the global exchange notes among participants in its settlement system. However, DTC is not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing their operations.

Certificated notes

        Exchange notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related exchange notes only if:

•

DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global exchange notes and a successor depositary is not appointed within 90 days;



•

DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days; or



•

certain other events provided in the indenture should occur.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following general discussion is a summary of certain U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the notes and the exchange of the outstanding notes for the exchange notes by holders thereof, based upon current provisions of the Internal Revenue Code of 1986 as amended, (the "Code"), existing and proposed Treasury regulations promulgated thereunder, rulings, pronouncements, judicial decisions, and administrative interpretations, all of which are subject to differing interpretations and to change (possibly on a retroactive basis) at any time by legislative, judicial or administrative action. Any such changes may be applied retroactively in a manner that could affect adversely a holder of the notes. No assurances are provided that the Internal Revenue Service (the "IRS") will not challenge the conclusions stated below, and no ruling from the IRS has been or will be sought on any of the matters discussed below.

        The following summary does not purport to be a complete analysis of all the potential U.S. federal income tax effects relating to the purchase, ownership and disposition of the notes. Without limiting the generality of the foregoing, the summary does not address the U.S. federal income tax consequences to holders that are subject to special treatment under the U.S. federal income tax laws, including, without limitation, dealers in securities or currencies, insurance companies, financial institutions or "financial services institutions," banks, tax-exempt entities, regulated investment companies, real estate investment trusts, brokers, dealers in securities, currencies or commodities, persons who hold notes as part of a straddle, hedge, conversion transaction, or other integrated investment, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons subject to alternative minimum tax, U.S. Holders (as defined below) that have a "functional currency" other than the U.S. dollar or certain expatriates or former long-term residents of the U.S., partnerships or pass-through entities or investors in partnerships or pass-through entities that hold the notes.

        In addition, the summary is limited to holders who are the initial purchasers of the outstanding notes at their original issue price and that are beneficial owners of the notes and that hold the notes as capital assets within the meaning of section 1221 of the Code. This discussion does not address the effect of any U.S. state or local income or other tax laws, any U.S. federal estate and gift tax laws, any foreign tax laws, or any tax treaties. If a partnership holds our notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor.

Circular 230 Disclosure

        TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN BY US TO BE USED, AND CANNOT BE USED BY ANY INVESTOR FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE INVESTORS UNDER THE CODE; (B) SUCH DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING (WITHIN THE MEANING OF IRS CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

U.S. Holders

        The following discussion is limited to persons that are "U.S. Holders." In general, the term "U.S. Holder" means a beneficial owner of a note that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the U.S., (ii) a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the U.S. or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S.

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federal income taxation regardless of its source, or (iv) a trust (a) if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

        Treatment of Notes as Debt.    We intend to treat the notes as debt for U.S. federal income tax purposes and the following discussion assumes that such treatment will be respected. Our treatment of the notes as debt for U.S. federal income tax purposes will be binding on each holder except for any holder that expressly discloses on its tax return that it is taking a contrary position.

        Taxation of Interest.    Any interest payable on a note held by a U.S. Holder generally is required to be included in the holder's gross income and is taxable as ordinary income for federal income tax purposes at the time that the interest is paid or accrued, in accordance with the holder's regular method of tax accounting.

        Sale, Exchange, Redemption or Other Taxable Disposition.    In the case of a sale or exchange (including a redemption or a repayment) or other taxable disposition of a note, the holder will recognize gain or loss equal to the difference, if any, between the amount realized and the holder's adjusted tax basis in the note. The amount realized by the holder will include the amount of any cash and the fair market value of any other property received for the note. The holder's tax basis in the note generally will equal the amount the holder paid for the note. The amount of any proceeds attributable to accrued but unpaid interest will not be taken into account in computing the holder's capital gain or loss. Instead, that portion will be recognized as ordinary income to the extent that the holder has not previously included the accrued interest in income.

        Except as described above, any gain or loss recognized on the sale, exchange, redemption or other taxable disposition of a note will be treated as a capital gain or loss. Such capital gain or loss will be treated as a long-term capital gain or loss if, at the time of the sale or exchange, the note has been held by the holder for more than one year; otherwise, the capital gain or loss will be short-term. Non-corporate taxpayers are subject to a lower tax rate on their long-term capital gains than those applicable to ordinary income. All taxpayers are subject to certain limitations on the deductibility of their capital losses.

Exchange Offer. A U.S. Holder will recognize no gain or loss on the exchange of an outstanding note for an exchange note pursuant to the exchange offer. Consequently, (i) the holding period of the exchange note will include the holding period of the note exchanged therefor, and (ii) the adjusted tax basis of the exchange note will be the same as the adjusted tax basis of the note exchanged therefor immediately before the exchange.

        Information Reporting and Backup Withholding.    U.S. Holders of notes may be subject to information reporting and, under certain circumstances, to backup withholding on payments of interest and gross proceeds from the sale or exchange (including a redemption or a repayment) of notes. Backup withholding applies only if the U.S. Holder:

•

fails to furnish its social security or other taxpayer identification number ("TIN") within a reasonable time after a request for such information;



•

furnishes an incorrect TIN;



•

fails to report interest properly; or



•

fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and that the U.S. Holder is not subject to backup withholding.

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        Backup withholding is not an additional tax. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules is allowable as a credit against such U.S. Holder's U.S. federal income tax liability, and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. Certain persons are exempt from backup withholding, including corporations and financial institutions. U.S. Holders of notes should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption.

        We will furnish annually to the IRS, and to record holders of the notes to whom we are required to furnish such information, information relating to the amount of interest paid and the amount of tax withheld, if any, with respect to payments on the notes.

Non-U.S. Holders

        This section summarizes certain material U.S. federal income tax consequences to Non-U.S. Holders of the purchase, ownership and disposition of notes and the exchange of outstanding notes for exchange notes. The term "Non-U.S. Holder" means, for U.S. federal income tax purposes, a nonresident alien individual or a corporation, trust or estate that is a beneficial owner of a note that is not a U.S. Holder.

        U.S. Federal Withholding Tax.    U.S. federal withholding tax will not apply to any payment made to a Non-U.S. Holder of principal or interest on the notes, provided that:

•

the holder does not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and the Treasury regulations;



•

the holder is not a controlled foreign corporation that is related to us through stock ownership;



•

the holder is not a bank whose receipt of interest on the notes is in connection with an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and



•

the holder provides its name, address and certain other information on an IRS Form W-8BEN (or a suitable substitute form), and certifies, under penalty of perjury, that it is not a U.S. person or (b) the holder holds the notes through certain foreign intermediaries or certain foreign partnerships and certain certification requirements are satisfied.

        Interest payments that are effectively connected with the conduct of a trade or business by a Non-U.S. Holder within the U.S. (and, where an applicable tax treaty so provides, are also attributable to a U.S. permanent establishment, or in the case of an individual, a fixed base, maintained by it) are not subject to the U.S. federal withholding tax, but instead are subject to U.S. federal income tax, as described below.

        If a Non-U.S. Holder cannot satisfy the requirements described above, payments of interest will be subject to the 30% U.S. federal withholding tax unless a tax treaty applies. If a tax treaty applies to a Non-U.S. Holder, the holder may be eligible for a reduced rate of withholding. In order to claim any exemption from or reduction in the 30% withholding tax, the holder should provide a properly executed IRS Form W-8BEN (or suitable substitute form) claiming a reduction of or an exemption from withholding under an applicable tax treaty or a properly executed IRS Form W-8ECI (or a suitable substitute form) stating that such payments are not subject to withholding tax because they are effectively connected with its conduct of a trade or business in the U.S.

        U.S. Federal Income Tax.    If a Non-U.S. Holder is engaged in a trade or business in the U.S. (and, if a tax treaty applies, if it maintains a permanent establishment, or in the case of an individual, a fixed base, within the U.S.) and interest (including liquidated damages, if any) on the notes is effectively

141

connected with the conduct of such trade or business (and, if a tax treaty applies, attributable to such permanent establishment or fixed base), the holder will be subject to U.S. federal income tax (but not withholding tax) on such interest on a net income basis in the same manner as if it were a U.S. person. In addition, in certain circumstances, if the Non-U.S. Holder is a foreign corporation, it may be subject to a 30% (or, if a tax treaty applies, such lower rate as provided) branch profits tax.

        Any gain or income realized by a Non-U.S. Holder on the disposition of a note will generally not be subject to U.S. federal income tax unless:

•

such gain or income is effectively connected with its conduct of a trade or business in the U.S. (and, where an applicable tax treaty so provides, is also attributable to a U.S. permanent establishment or fixed base maintained by it); or



•

the holder is a non-resident alien individual who is present in the U.S. for 183 days or more in the taxable year of the disposition and certain other conditions are met.

        Exchange Offer.    The exchange of notes for exchange notes pursuant to the exchange offer will not constitute a taxable event for Non-U.S. Holders.

        Information Reporting and Backup Withholding.    We must report annually to the IRS and to each Non-U.S. Holder any interest that is paid to the Non-U.S. Holder. Copies of these information returns also may be made available under the provisions of a specific treaty or other agreement to the tax authorities of the country in which the Non-U.S. Holder resides.

        Treasury regulations provide that the backup withholding tax and certain information reporting will not apply to such payments of interest with respect to which either the requisite certification, as described above, has been received or an exemption otherwise has been established, provided that neither we nor our paying agent has actual knowledge, or reason to know, that the Non-U.S. Holder is, in fact, a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of the gross proceeds from the sale or exchange (including a redemption or repayment) of the notes to or through the U.S. office of any broker, U.S. or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge, or reason to know, that the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of the gross proceeds from the sale or exchange (including a redemption or repayment) of the notes to or through a non-U.S. office of a non-U.S. broker will not be subject to information reporting or backup withholding unless the non-U.S. broker has certain types of relationships with the U.S. (a "U.S. related person"). In the case of the payment of the gross proceeds from the sale or exchange (including a redemption or repayment) of the notes to or through a non-U.S. office of a broker that is either a U.S. person or a U.S. related person, the Treasury regulations require information reporting (but not backup withholding, unless the broker has actual knowledge that the Non-U.S. Holder is, in fact, a U.S. person) on the payment unless the broker has documentary evidence in its files that the owner is a Non-U.S. Holder and the broker has no knowledge, or reason to know, to the contrary.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the Non-U.S. Holder's U.S. federal income tax liability, provided that the required information is provided timely to the IRS.

THE PRECEDING DISCUSSION OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, YOU SHOULD CONSULT YOUR OWN TAX ADVISER AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF PURCHASING, HOLDING OR DISPOSING OF NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, ESTATE, GIFT OR OTHER NON-U.S. TAX LAWS, AND OF ANY CHANGES OR PROPOSED CHANGES IN APPLICABLE LAW.

142

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account in this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these exchange notes. This prospectus, including any amendments or supplements to the prospectus that may be issued from time to time, may be used by a broker-dealer in connection with resales of exchange notes that were received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making or other trading activities.

        We will not receive any proceeds from any sale of exchange notes by any broker-dealer or any other person. Exchange notes received by broker-dealers for their own accounts in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or through a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale of exchange notes may be made directly to purchases or to or through brokers or dealers that may receive compensation in the form of commissions or concessions from any such broker-dealer or from the purchasers of the exchange notes.

        Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer any broker or dealer that participates in a distribution of these exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will no be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to our performance of, or compliance with, our registration rights agreement with the initial purchasers of the outstanding notes. In addition, we will indemnify holders of the outstanding notes, including any broker-dealers, against certain liabilities, including certain liabilities under the Securities Act.

LEGAL MATTERS

        The validity of the exchange notes offered hereby will be passed upon for us by Milbank, Tweed, Hadley & McCloy LLP.

EXPERTS

        The financial statements and the related financial statement schedule as of September 30, 2005 and 2004, and for each of the two years in the period ended September 30, 2005, included in this prospectus, and management's report on the effectiveness of internal control over financial reporting as of September 30, 2005, incorporated by reference in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, appearing herein and incorporated by reference, and have been so included and incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        Effective January 9, 2006, we dismissed Deloitte & Touche LLP as our independent registered public accounting firm and, effective January 12, 2006, we engaged PricewaterhouseCoopers LLP as our new independent accountants. On January 12, 2006, we filed a Form 8-K report disclosing the change in accountants, which is incorporated herein by reference.

        The financial statements for the year ended September 30, 2003, included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

143

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to this offering of exchange notes. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the exchange notes, you should refer to the registration statement and the exhibits filed as a part of the registration statement or otherwise filed with the SEC and incorporated by reference therein. If a document has been filed as an exhibit to the registration statement or incorporated by reference therein, we refer you to the copy of the document that has been filed or incorporated. Each of the statements in this prospectus relating to a document that has been filed as an exhibit is qualified in all respects by the filed exhibit.

        We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

        We make available, free of charge, on our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. Such reports are available as soon as is reasonably practicable after we electronically file such materials with the SEC.

        You should rely only on the information or representations provided in this prospectus. We have not authorized anyone else to provide you with different information.

144

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited financial statements
Report of independent registered public accounting firm	F-2
Report of independent registered public accounting firm	F-3
Consolidated balance sheets at September 30, 2005 and 2004	F-4
Consolidated statements of income for the years ended September 30, 2005, 2004 and 2003	F-5
Consolidated statements of stockholders' equity and comprehensive income for the years ended September 30, 2005, 2004 and 2003	F-6
Consolidated statements of cash flows for the years ended September 30, 2005, 2004 and 2003	F-7
Notes to consolidated financial statements	F-9
Unaudited condensed consolidated financial statements
Condensed consolidated balance sheets at December 31, 2005 and September 30, 2005	F-60
Condensed consolidated statements of income for the three months ended December 31, 2005 and 2004	F-61
Condensed consolidated statements of stockholder's equity and comprehensive income for the year ended September 30, 2005 and the three months ended December 31, 2005	F-62
Condensed consolidated statements of cash flow for the three months ended December 31, 2005 and 2004	F-63
Notes to condensed consolidated financial statements	F-64
Financial statement schedule
Schedule II	S-1

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
NBTY, Inc.
Bohemia, New York

        We have audited the accompanying consolidated balance sheets of NBTY, Inc. and subsidiaries (the "Company") as of September 30, 2005 and 2004, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the two years in the period ended September 30, 2005. Our audits also included the financial statement schedule listed in the Index to the consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of NBTY, Inc. and subsidiaries as of September 30, 2005 and 2004, and the results of their operations and their cash flows for each of the two years in the period ended September 30, 2005, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company's internal control over financial reporting as of September 30, 2005, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 22, 2005, not included herein, expressed an unqualified opinion on management's assessment of the effectiveness of the Company's internal control over financial reporting and an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

/s/  DELOITTE & TOUCHE LLP     
Jericho, New York
December 22, 2005
(March 15, 2006 as to Note 24)

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of NBTY, Inc.:

        In our opinion, the accompanying consolidated statements of income, stockholders' equity and comprehensive income and of cash flows present fairly, in all material respects, the results of operations and cash flows of NBTY, Inc. and its subsidiaries for the year ended September 30, 2003, in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed on Page S-1 presents fairly, in all material respects, the information set forth therein with respect to the year ended September 30, 2003 when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
November 11, 2003, except for Note 24, as to which the date is February 28, 2006

F-3

NBTY, Inc. and Subsidiaries

Consolidated Balance Sheets

September 30, 2005 and 2004

(dollars and shares in thousands, except per share amounts)

			2005		2004
Assets
Current assets:
	Cash and cash equivalents		$	67,282	$	21,751
	Investments			39,900		—
	Accounts receivable, less allowance for doubtful accounts of $9,155 at September 30, 2005 and $9,389 at September 30, 2004			73,226		86,113
	Inventories			491,335		374,559
	Deferred income taxes			23,645		32,062
	Prepaid expenses and other current assets			54,469		62,835
		Total current assets		749,857		577,320
Property, plant and equipment, net				320,528		280,075
Goodwill				228,747		221,429
Other intangible assets, net				166,325		136,541
Other assets				16,845		17,288
		Total assets	$	1,482,302	$	1,232,653
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	80,922	$	3,205
	Accounts payable			72,720		97,635
	Accrued expenses and other current liabilities			120,487		116,633
		Total current liabilities		274,129		217,473
Long-term debt				428,204		306,531
Deferred income taxes				57,092		64,675
Other liabilities				6,822		4,176
		Total liabilities		766,247		592,855
Commitments and contingencies
Stockholders' equity:
	Common stock, $.008 par; authorized 175,000 shares; issued and outstanding 67,191 shares at September 30, 2005 and 67,060 shares at September 30, 2004			537		536
	Capital in excess of par			138,657		135,787
	Retained earnings			559,275		481,302
				698,469		617,625
Accumulated other comprehensive income				17,586		22,173
		Total stockholders' equity		716,055		639,798
		Total liabilities and stockholders' equity	$	1,482,302	$	1,232,653

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NBTY, Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended September 30, 2005, 2004 and 2003

(dollars and shares in thousands, except per share amounts)

	2005			2004			2003
Net sales	$	1,737,187		$	1,652,031		$	1,192,548
Costs and expenses:
Cost of sales		895,644			822,412			554,804
Discontinued product charge		—			—			4,500
Advertising, promotion and catalog		108,005			85,238			66,455
Selling, general and administrative		588,166			554,838			435,748
Goodwill impairment		7,686			—			—
		1,599,501			1,462,488			1,061,507
Income from operations		137,686			189,543			131,041
Other income (expense):
Interest		(26,475	)		(24,663	)		(17,384	)
Bond investment write down		—			—			(4,084	)
Miscellaneous, net		8,051			4,125			5,424
		(18,424	)		(20,538	)		(16,044	)
Income before provision for income taxes		119,262			169,005			114,997
Provision for income taxes		41,125			57,156			33,412
Net income	$	78,137		$	111,849		$	81,585
Net income per share:
Basic	$	1.16		$	1.67		$	1.23
Diluted	$	1.13		$	1.62		$	1.19
Weighted average common shares outstanding:
Basic		67,162			66,793			66,452
Diluted		69,137			69,069			68,538

The accompanying notes are an integral part of these consolidated financial statements.

F-5

NBTY, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity and Comprehensive Income

Years ended September 30, 2005, 2004 and 2003

(dollars and shares in thousands)

	Common Stock										Treasury Stock
																Accumulated Other Comprehensive Income (Loss)
	Number of Shares		Amount		Capital in Excess of Par			Retained Earnings			Number of Shares		Amount						Total Stockholders' Equity			Total Comprehensive Income
Balance, September 30, 2002	66,322		$	529	$	126,283		$	287,868		—		$	—		$	4,577		$	419,257
Components of comprehensive income:
Net income									81,585											81,585		$	81,585
Foreign currency translation adjustment and other																	10,028			10,028			10,028
																						$	91,613
Shares issued and contributed to ESOP	100			1		1,710														1,711
Exercise of stock options	198			3		1,143														1,146
Tax benefit from exercise of stock options						1,072														1,072
Balance, September 30, 2003	66,620			533		130,208			369,453		—			—			14,605			514,799
Components of comprehensive income:
Net income									111,849											111,849		$	111,849
Foreign currency translation adjustment and other, net of taxes																	7,568			7,568			7,568
																						$	119,417
Shares issued and contributed to ESOP	100			1		2,472														2,473
Exercise of stock options	340			2		1,879														1,881
Tax benefit from exercise of stock options						1,228														1,228
Balance, September 30, 2004	67,060			536		135,787			481,302		—			—			22,173			639,798
Components of comprehensive income:
Net income									78,137											78,137		$	78,137
Foreign currency translation adjustment and other, net of taxes																	(4,587	)		(4,587	)		(4,587	)
																						$	73,550
Purchase of treasury shares, at cost											8			(176	)					(176	)
Treasury stock retired	(8	)		—		(12	)		(164	)	(8	)		176						—
Shares issued and contributed to ESOP	100			1		2,437														2,438
Exercise of stock options	39					225														225
Tax benefit from exercise of stock options						220														220
Balance, September 30, 2005	67,191		$	537	$	138,657		$	559,275		—		$	—		$	17,586		$	716,055

The accompanying notes are an integral part of these consolidated financial statements.

F-6

NBTY, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years ended September 30, 2005, 2004 and 2003

(dollars in thousands)

					2005			2004			2003
Cash flows from operating activities:
	Net income				$	78,137		$	111,849		$	81,585
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Provision (gain) relating to impairments and disposals of property, plant and equipment				5,471			1,556			(711	)
		Depreciation and amortization				58,283			61,680			46,884
		Foreign currency transaction gain				(4,286	)		(1,253	)		(334	)
		Amortization of deferred financing costs				2,398			3,955			1,003
		Amortization of bond discount				152			7			124
		Loss on bond redemption				790			—			—
		Compensation expense for ESOP				2,583			4,090			1,711
		Impairment on asset held for sale				1,908			—			—
		Gain on sale of business assets				(1,999	)		—			—
		Goodwill impairment				7,686			—			—
		Bond investment write down				—			—			4,084
		Discontinued product charge				—			—			4,500
		Provision for doubtful accounts				182			3,074			2,970
		Inventory reserves				9,500			16,070			2,108
		Deferred income taxes				4,527			8,767			5,227
		Tax benefit from exercise of stock options				220			1,228			1,072
		Changes in operating assets and liabilities, net of acquisitions:
			Accounts receivable			29,354			(8,151	)		(222	)
			Inventories			(87,434	)		(72,888	)		(30,487	)
			Prepaid expenses and other current assets			(1,613	)		(4,095	)		(15,855	)
			Other assets			(139	)		(1,937	)		616
			Accounts payable			(28,519	)		7,193			(2,773	)
			Accrued expenses and other liabilities			8,647			(11,209	)		10,030
				Net cash provided by operating activities		85,848			119,936			111,532
Cash flows from investing activities:
	Purchase of property, plant and equipment					(71,516	)		(42,700	)		(37,510	)
	Proceeds from sale of property, plant and equipment					298			1,065			1,498
	Proceeds from sale of property, plant and equipment held for sale					9,950			—			—
	Proceeds from sale of trademark					30			—			—
	Proceeds from sale of business assets					5,766			—			—
	Purchase of available-for-sale marketable securities					(39,900	)		—			—
	Cash paid for acquisitions, net of cash acquired					(131,397	)		—			(289,676	)
	Purchase price dispute settlements, net					(8,236	)		—			—
	Purchase of intangible assets					(563	)		—			—
	Purchase of industrial revenue bonds					(14,973	)		—			—
	Proceeds from sale of bond investment					—			4,158			—
	Release of cash held in escrow					—			—			2,403
				Net cash used in investing activities		(250,541	)		(37,477	)		(323,285	)

F-7

Cash flows from financing activities:
	Principal payments under long-term debt agreements		$	(138,544	)	$	(117,100	)	$	(35,211	)
	Proceeds from borrowings under long-term debt agreements			132,950			—			275,000
	Proceeds from sale-leaseback			14,973			—			—
	Net proceeds under the Revolving Credit Facility			6,000			—			—
	Payments for financing fees			—			(500	)		(7,500	)
	Bond issuance costs			(3,329	)		—			—
	Proceeds from stock options exercised			225			1,881			1,146
	Proceeds from bond offering, net of discount			198,234			—			—
	Purchase of treasury stock			(176	)		—			—
		Net cash provided by (used in) financing activities		210,333			(115,719	)		233,435
Effect of exchange rate changes on cash and cash equivalents				(109	)		5,662			1,438
Net increase (decrease) in cash and cash equivalents				45,531			(27,598	)		23,120
Cash and cash equivalents at beginning of year				21,751			49,349			26,229
Cash and cash equivalents at end of year			$	67,282		$	21,751		$	49,349
Supplemental disclosure of cash flow information:
	Cash paid during the year for interest, net of capitalized interest of $494 in 2005		$	20,616		$	21,156		$	17,709
	Cash paid during the year for income taxes		$	39,381		$	39,490		$	34,698
Non-cash investing and financing information:
	Acquisitions accounted for under the purchase method are summarized as follows:
			2005			2004			2003
Fair value of assets acquired			$	140,174		$	—		$	411,981
Liabilities assumed				(8,493	)		—			(119,479	)
Less: Cash acquired				(284	)		—			(2,826	)
Net cash paid			$	131,397		$	—		$	289,676

        During fiscal 2005, the Company completed its working capital dispute arbitration in connection with the Rexall acquisition resulting in the payment of $12,794 plus interest of $1,341 for a total payment of $14,135. In addition, the Company issued 100 shares of NBTY stock (having a then total market value of approximately $2,438) as a contribution to the ESOP.

        During fiscal 2004, the Company issued 100 shares of NBTY stock (having a then total market value of approximately $2,473) as a contribution to the ESOP.

        During fiscal 2003, the Company issued 100 shares of NBTY stock (having a then total market value of approximately $1,711) as a contribution to the ESOP.

        Property, plant and equipment additions included in Accounts payable were $4,093, $2,002 and $1,346 at September 30, 2005, 2004 and 2003, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

F-8

NBTY, Inc. and Subsidiaries

Notes to Consolidated Financial Statements Years ended September 30, 2005, 2004 and 2003

(in thousands, except per share amounts, number of locations and amortization periods)

1. Business Operations and Summary of Significant Accounting Policies

Business Operations

        The Company (as defined below) manufactures and sells vitamins, food supplements, and health and beauty aids throughout the world, but primarily in the United States ("U.S."), the United Kingdom ("U.K."), Ireland, Holland, and Canada. In each of these countires, there are agencies that regulate the processing, formulation, packaging, labeling and advertising of the Company's products.

Principles of Consolidation and Basis of Presentation

        The consolidated financial statements of NBTY, Inc. and Subsidiaries (the "Company" or "NBTY") include the accounts of the Company and its wholly owned subsidiaries. The Company's fiscal year ends on September 30. All intercompany accounts and transactions have been eliminated.

Revenue Recognition

        The Company recognizes revenue in accordance with the Securities and Exchange Commission's Staff Accounting Bulletin 104. The Company recognizes product sales revenue when title and risk of loss have transferred to the customer, there is persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured. Since the terms for most sales within the wholesale and direct response segments are F.O.B. destination, generally title and risk of loss transfer to the customer at the time the product is received by the customer. With respect to its own retail store operations, the Company recognizes revenue upon the sale of its products to retail customers. The Company's net sales represent gross sales invoiced to customers, less certain related charges for discounts, returns, and other promotional program incentive allowances. Accruals provided for these items are presented in the consolidated financial statements as reductions to sales (see "Sales Returns and Allowances" discussed below for further information).

Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include:

•

sales returns and allowances;



•

allowance for doubtful accounts;



•

inventory valuation and obsolescence;



•

valuation and recoverability of long-lived and indefinite-lived intangible assets including the values assigned to acquired intangible assets, goodwill and assets held for sale;



•

income taxes; and

F-9

•

accruals for the outcome of current litigation.

        On a continual basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Significant Customers and Concentration of Credit Risk

        Financial instruments which potentially subject the Company to credit risk consist primarily of cash and cash equivalents, investments and trade accounts receivable. Cash balances may, at times, exceed FDIC limits on insurable amounts. The Company mitigates its risk by investing in or through major financial institutions. The Company's investments consist of auction rate securities ("ARS"), which are classified as available-for-sale marketable securities and are reported at fair value (which approximates cost). The Company believes no significant concentration of credit risk exists with respect to these securities.

        The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. While such bad debt expenses have historically been within expectations and allowances established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. If the financial condition of customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances may be required.

        The following individual customers accounted for the following percentages of the Wholesale/US Nutrition division's net sales and total net sales, respectively:

	Wholesale/US Nutrition division net sales						Total net sales
	2005		2004		2003		2005		2004		2003
Customer A	14	%	8	%	16	%	6	%	4	%	6	%
Customer B	15	%	20	%	13	%	6	%	9	%	5	%

        Customer A is primarily a supplier to Customer B. Therefore, the loss of Customer B would likely result in the loss of most of the net sales to Customer A. While no one customer represented, individually, more than 10 percent of the Company's consolidated net sales for the fiscal years ended September 30, 2005, 2004 and 2003, the loss of either one of these customers would have a material adverse effect on the Wholesale/US Nutrition division if the Company was unable to replace such customer(s).

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        The following individual customers accounted for 10% or more of the Wholesale/US Nutrition division's total gross accounts receivable at fiscal years ended:

	2005		2004
Customer A	10	%	5	%
Customer B	7	%	12	%
Customer C	10	%	11	%

Sales Returns and Other Allowances

        The Company simultaneously records estimates for various costs, which reduce product sales. These costs include estimates for product returns and for promotional program incentive activities for various types of incentives offered to customers as well as other sales allowances.

        Allowance for sales returns:    The Company analyzes sales returns in accordance with Statement of Financial Accounting Standard ("SFAS") No. 48 "Revenue Recognition When Right of Return Exists". The Company is able to make reasonable and reliable estimates of product returns based on the Company's past 25 year history in the business. The Company also monitors the buying patterns of the end-users of its products based on sales data received by its over 1,200 retail outlets in North America and Europe. Estimates for sales returns are based on a variety of factors including actual return experience of any specific product or similar product. The Company also reviews its estimates for product returns based on expected return data communicated to it by customers. The Company also monitors the levels of inventory at its largest customers to avoid excessive customer stocking of merchandise. Accruals for returns for new products are estimated by reviewing data of any prior relevant new product introduction return information. Accordingly, the Company believes that its historical returns analysis is an accurate basis for its sales return accrual. The Company does not have the ability to track returns by fiscal period, however, the Company believes it is able to make reasonable estimates of expected sales returns, as contemplated by the requirements of SFAS 48, based upon historical data and the available monitoring processes. The Company believes it has sufficient information and knowledge of its customers and of industry trends and conditions, to adjust the accrual for returns when necessary. Actual results could differ from those estimates.

        Promotional program incentive accrual: The Company uses objective procedures for estimating its accrual for promotional program incentives. The accrual for sales incentives offered to customers is based on contractual terms or other arrangements agreed to in advance with certain customers. Customers earn such incentives as specified sales volumes are achieved.

        As with any set of assumptions and estimates, there is a range of reasonably likely amounts that may be calculated for each accrual above. However, the Company believes that there would be no significant difference in the amounts reported using any other reasonable assumptions than what was used to arrive at each accrual. The Company regularly reviews the factors that influence its estimates and, if necessary, makes adjustments when it believes that actual product returns, credits and other allowances may differ from established reserves. Actual experience associated with any of these items may be significantly different than the Company's estimates.

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        Accounts receivable are presented net of the following reserves at September 30:

	2005		2004
Allowance for sales returns:	$	15,616	$	9,108
Promotional program incentive accrual:		43,837		37,495
	$	59,453	$	46,603

Inventories

        Inventories are stated at the lower of cost or market. Cost is primarily determined on the first-in, first-out (FIFO) method. The cost elements of inventory include materials, labor and overhead. During fiscal 2005, one supplier individually represented greater than 10% of the Company's raw material purchases. Due to numerous alternative suppliers available, the Company does not believe that the loss of this or any other single supplier would have a material adverse effect on the Company's consolidated financial condition or results of operations. In fiscal 2004 and 2003, no one supplier provided more than 10% of the Company's raw material purchases. No one supplier provided more than 10% of the Company's overall consolidated total purchases in any of the fiscal years presented.

        The Company establishes reserves for its inventory to reflect situations in which the cost of the inventory is not expected to be recovered. The Company regularly reviews its inventory, including when product is close to expiration and is not expected to be sold, when product has reached its expiration date, or when product is not expected to be saleable based on the Company's quality assurance and quality control standards. The reserve for these products is equal to all or a portion of the cost of the related inventory based on the specific facts and circumstances. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand, estimated time required to sell such inventory, remaining shelf life and current and expected market conditions, including levels of competition. The Company records provisions for inventory reserves as part of cost of sales. Reserves for excess and slow moving inventories were $13,956 and $17,562 at September 30, 2005 and 2004, respectively.

Advertising, Promotion and Catalog

        The Company expenses the production costs of advertising the first time the advertising takes place, except for direct-response advertising, which is capitalized and amortized over its expected period of future benefit, which typically approximates two months. The Company had $964 and $1,062 capitalized for direct response advertising at September 30, 2005 and 2004, respectively. Total direct response advertising expenses were $11,281, $13,682 and $12,873 for the fiscal years ended

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September 30, 2005, 2004 and 2003, respectively. Total advertising expenses for the fiscal years ended September 30 were comprised of the following:

		2005		2004		2003
Advertising, promotions, catalogs		$	96,645	$	71,318	$	53,652
Catalog printing and mailing			11,360		13,920		12,803
	Total	$	108,005	$	85,238	$	66,455

Property, Plant and Equipment

        Property, plant and equipment are carried at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets. The costs of normal maintenance and repairs are charged to expense in the year incurred. Expenditures which significantly improve or extend the life of an asset are capitalized and depreciated over the assets remaining useful life. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the estimated useful lives of the related assets or lease term. Upon sale or disposition, the related cost and accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in earnings.

Goodwill and Other Intangible Assets

        Goodwill represents the excess of purchase price over the fair value of identifiable net assets of companies acquired. Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). The SFAS 142 goodwill impairment model is a two-step process. The first step compares the fair value of a reporting unit that has goodwill assigned to its carrying value. The Company estimates the fair value of a reporting unit by using a discounted cash flow model with the assistance of an independent appraisal firm. If the fair value of the reporting unit is determined to be less than its carrying value, a second step is performed to compute the amount of goodwill impairment, if any. Step two allocates the fair value of the reporting unit to the reporting unit's net assets other than goodwill. The excess of the fair value of the reporting unit over the amounts assigned to its net assets other than goodwill is considered the implied fair value of the reporting unit's goodwill. The implied fair value of the reporting unit's goodwill is then compared to the carrying value of its goodwill. Any shortfall represents the amount of goodwill impairment. SFAS 142, requires that goodwill and other intangibles with indefinite lives be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The Company tests goodwill annually as of September 30, the last day of its fourth fiscal quarter, of each year unless an event occurs that would cause the Company to believe the value is impaired at an interim date.

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        Using the SFAS 142 approach described in the previous paragraph, the Company recorded a goodwill impairment charge during the third quarter of fiscal 2005 of $7,686 for its North American Retail reporting unit. No impairment of goodwill was noted for the fiscal years ended September 30, 2004 and 2003. (See Note 7 for discussion of goodwill impairment charges recorded during the third quarter of fiscal 2005 for the North American Retail reporting unit and interim triggering events which required the Company to test its goodwill in the third quarter of fiscal 2005).

        Generally, in evaluating impairment, the Company estimates the sum of the expected future cash flows derived from such goodwill. Such evaluations for impairment are significantly impacted by estimates of future revenues, costs and expenses and other factors. A significant change in cash flows in the future could result in an additional impairment of goodwill.

        Other definite lived intangibles are amortized on a straight-line basis over periods not exceeding 20 years.

Impairment of Long-Lived Assets

        The Company follows the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 requires evaluation of the need for an impairment charge relating to long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The estimated future undiscounted cash flows associated with the asset would be compared to the asset's carrying amount to determine if a write down to a new depreciable basis is required. If required, an impairment charge is recorded based on an estimate of future discounted cash flows. During fiscal 2005, 2004 and 2003, the Company recognized impairment charges of $3,518, $2,603 and $1,117, respectively, on assets to be held and used. The impairment charges related primarily to leasehold improvements and furniture and fixtures for U.S. retail operations and were included in the Consolidated Statements of Income under the caption "Selling, general and administrative" expenses in fiscal 2005, 2004 and 2003 (see Note 7).

Stock-Based Compensation

        There were no stock option grants during the fiscal years ended September 30, 2005, 2004 and 2003, and all previously issued options are fully vested; therefore, the pro forma and actual net income and related earnings per share for these periods are the same.

        The Company accounts for its stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations and provides additional disclosures with respect to the pro-forma effects of adoption had the Company recorded compensation expense as provided in SFAS No. 123.

        In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (Revised 2004) "Share-Based Payment: an Amendment of FASB Statements No. 123 and 95" ("SFAS l23(R)"). SFAS 123(R) is effective for the Company beginning October 1, 2005. Since all previously granted options are fully vested and the Company has not issued any other share-based payments, the adoption of SFAS 123(R) is not expected to have a significant impact on the Company's historical consolidated financial position or results of operations. SFAS l23(R) sets accounting

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requirements for "share-based" compensation to employees, requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued and disallows the use of the intrinsic value method of accounting for stock compensation. SFAS 123(R) also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. These future amounts cannot be estimated because they depend on, among other things, when stock options are exercised. The amount of income tax benefit from exercise of stock options recognized for the fiscal years ended September 30 2005, 2004 and 2003 was $220, $1,228 and $1,072, respectively.

Foreign Currency

        The financial statements of international subsidiaries are translated into U.S. Dollars using the exchange rate at each balance sheet date for assets and liabilities and an average exchange rate for each period for revenues, expenses, gains and losses. Foreign currency transaction gains and losses are charged or credited to income as incurred. Where the local currency is the functional currency, translation adjustments are recorded as a separate component of stockholders' equity. During fiscal 2005, 2004 and 2003, the Company recognized foreign currency transaction gains of $4,286, $1,253 and $334, respectively, and is included in "Miscellaneous, net" in the Consolidated Statements of Income.

Derivatives

        In accordance with SFAS No. 133, "Accounting for Derivative Instruments and Certain Hedging Activities" ("SFAS 133"), as amended by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of SFAS 133" ("SFAS 138") and SFAS No. 149, "Amendment on Statement 133 on Derivative Instruments and Hedging Activities ("SFAS 149"), the Company recognizes derivatives as either an asset or liability measured at its fair value. For derivatives that have been formally designated as a cash flow hedge (interest rate swap agreements), the effective portion of changes in the fair value of the derivatives are recorded in "accumulated other comprehensive income". Amounts in "accumulated other comprehensive income" are reclassified into earnings in the "interest expense" caption when interest expense on the underlying borrowings are recognized. The Company does not enter into derivatives for speculative purposes. (See Note 9 for derivatives entered into during fiscal year 2005).

Comprehensive Income

        In accordance with SFAS No. 130, "Reporting Comprehensive Income", the Company is required to display comprehensive income and its components as part of its complete set of financial statements. Comprehensive income represents the change in stockholders' equity resulting from transactions other than stockholder investments and distributions. Included in accumulated other comprehensive income are changes in equity that are excluded from the Company's net income, specifically, unrealized gains and losses on foreign currency translation adjustments, unrealized holding gains (losses) on investments and changes in the fair value of the interest rate swap agreement treated as a cash flow hedging instrument.

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Income Taxes

        The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined that such assets will more likely than not go unused. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reversed. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management's opinion, adequate provisions for income taxes have been made for all years. If actual future taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Cash and Cash Equivalents

        The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Investments

        The Company's investments consist of auction rate securities ("ARS"), which are classified as available-for-sale marketable securities and are reported at fair value (which approximates cost). These investments are recorded at fair value in the accompanying balance sheets; any unrealized gains/losses are included in other comprehensive income, unless a loss is determined to be other than temporary. As of September 30, 2005, there are no unrealized holding gains or losses. ARS are long-term variable rate bonds tied to short-term interest rates that are reset through a "dutch auction" process which occurs every 7 to 35 days. Holders of auction rate securities may liquidate their holdings to prospective buyers by participating in the auctions. At the beginning of each holding period, an auction takes place which determines the coupon rate or dividend. At the end of each holding period, a new auction is held to determine the rate or dividend for the next holding period. The Company can offer to sell or elect to continue to hold these securities at par at each auction. In order for the Company to sell ARS, the auction needs to be successful whereby demand in the marketplace exceeds the supply. The length of each holding period is determined at the original issuance of each ARS. On March 4, 2005, the SEC issued guidance regarding the classification of investments in auction rate securities. The SEC's guidance indicates that auction rate securities do not qualify as cash equivalents because they have long-term maturity dates and there is no guarantee that holders will be able to liquidate their holdings through the auction process. Accordingly, the Company classifies its investments in auction rate securities as current assets in the accompanying balance sheets because they are available-for-sale and are generally available to meet its current liquidity requirements. Purchases and sales of auction rate securities are presented as investing activities in the Consolidated Statements of Cash Flows.

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Shipping and Handling Costs

        The Company incurs shipping and handling costs in all divisions of its operations. These costs are included in "Selling, general and administrative expenses" in the Consolidated Statements of Income and are $47,696, $45,199 and $32,860 for the fiscal years ended September 30, 2005, 2004 and 2003, respectively. Of these amounts, $10,790, $9,267 and $6,186 have been billed to customers and are included in net sales for the fiscal years ended September 30, 2005, 2004, and 2003, respectively.

New Accounting Developments

        In October 2005, the FASB issued Staff Position FAS 13-1, "Accounting for Rental Costs Incurred during a Construction Period," which requires rental costs associated with ground or building operating leases that are incurred during a construction period to be recognized as rental expense. This Staff Position is effective for reporting periods beginning after December 15, 2005, and retrospective application is permitted but not required. The adoption of this statement is not expected to have a significant effect on the Company's consolidated financial position or results of operations since the Company currently expenses such costs.

        In July 2005, the FASB issued an Exposure Draft of a proposed Interpretation "Accounting for Uncertain Tax Positions—an interpretation of FASB Statement No. 109." Under the proposed Interpretation, a company would recognize in its financial statements its best estimate of the benefit of a tax position, only if the tax position is considered more likely than not of being sustained on audit based solely on the technical merits of the tax position. In evaluating whether the more likely than not recognition threshold has been met, the proposed Interpretation would require the presumption that the tax position will be evaluated during an audit by taxing authorities. The proposed Interpretation would be effective as of the end of the first fiscal year ending after December 15, 2005, with a cumulative effect of a change in accounting principle to be recorded upon the initial adoption. The proposed Interpretation would apply to all tax positions and only benefits from tax positions that meet the more likely than not recognition threshold at or after the effective date would be recognized. The Company is currently analyzing the proposed Interpretation and has not determined its potential impact on its Consolidated Financial Statements. While the Company cannot predict with certainty the rules in the final Interpretation, there is risk that the final Interpretation could result in a cumulative effect charge to earnings upon adoption, increases in future effective tax rates, and/or increases in future interperiod effective tax rate volatility.

        In June 2005, the Emerging Issues Task Force modified its consensus on Issue No. 04-10, "Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds". This guidance creates stricter standards for aggregating operating segments that do not meet the quantitative thresholds provided within SFAS 131, "Disclosures About Segments of an Enterprise and Related Information". The guidance became effective for fiscal years ending after September 15, 2005. The adoption of this guidance did not impact the presentation of the Company's reportable segments.

        In June 2005, the FASB issued an exposure draft of a proposed standard entitled "Business Combinations—a replacement of FASB Statement No. 141". The proposed standard, if adopted, would provide new guidance for evaluating and recording business combinations and would be effective on a

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prospective basis for business combinations whose acquisition dates are on or after January 1, 2007. Upon issuance of a final standard, which is expected in 2006, the Company will evaluate the impact of this new standard and its effect on the process for recording business combinations.

        In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" ("SFAS 154"), which replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. APB Opinion No. 20 had required that changes in accounting principles be recognized by including the cumulative effect of the change in the period in which the new accounting principle was adopted. SFAS 154 requires retrospective application of the change to prior periods' financial statements, unless it is impracticable to determine the period-specific effects of the change. The FASB identified the reason for the issuance of SFAS 154 to be part of a broader attempt to eliminate differences with the International Accounting Standards Board ("IASB"). The Statement is effective for fiscal years beginning after December 15, 2005. The Company is required to adopt this statement starting in its fiscal 2007 reporting period. The Company does not anticipate that the adoption of SFAS 154 will have a significant impact on the Company's consolidated financial position or results of operations.

        In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does not believe the adoption will have a material impact on its consolidated financial position or results of operations.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions" ("SFAS 153"). The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 did not have a significant impact on the Company's consolidated financial position or results of operations.

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" an amendment of Accounting Research Bulletin ("ARB") No. 43, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal". In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. Companies are required to adopt the provisions of this Statement for fiscal years beginning after June 15, 2005. The Company will adopt SFAS 151 beginning the first quarter of fiscal year 2006 and does not believe the

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adoption will have a material impact on its consolidated financial position or results of operations as such costs have historically been expensed as incurred.

        In October 2004, the American Jobs Creation Act of 2004 ("Act") became effective in the U.S. Two provisions of the Act may impact the Company's provision for income taxes in future periods, namely those related to the Qualified Production Activities Deduction ("QPA") and Foreign Earnings Repatriation ("FER"). As discussed further below, the Company has analyzed the Act and determined that it will repatriate funds in accordance with the FER provision during the fiscal year ending September 30, 2006.

•

The QPA will be effective for the Company's U.S. federal tax return year beginning after September 30, 2005. In summary, the Act provides for a percentage deduction of earnings from qualified production activities, as defined, commencing with an initial deduction of 3 percent for tax years beginning in 2005 and increasing to 9 percent for tax years beginning after 2009. However, the Act also provides for the phased elimination of the Extraterritorial Income Exclusion provisions of the Internal Revenue Code, which have previously resulted in tax benefits to the Company. Due to the interaction of the provisions noted above as well as the particulars of the Company's tax position, the ultimate effect of the QPA on the Company's future provision for income taxes is not deemed to be significant. The FASB issued FASB Staff Position FAS 109-1, Application of FASB Statement No.109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004, ("FSP 109-1") in December 2004. FSP 109-1 requires that tax benefits resulting from the QPA should be recognized no earlier than the year in which they are reported in the entity's tax return, and that there is to be no revaluation of recorded deferred tax assets and liabilities as would be the case had there been a change in an applicable statutory rate.



•

The FER provision of the Act provides generally for a one-time 85 percent dividends received deduction for qualifying repatriations of foreign earnings to the U.S. Qualified repatriated funds must be reinvested in the U.S. in certain qualifying activities and expenditures, as defined by the Act. In December 2004, the FASB issued FASB Staff Position FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004 ("FSP 109-2"). FSP 109-2 allows additional time for entities potentially impacted by the FER provision to determine whether any foreign earnings will be repatriated under said provisions. The Company has completed its evaluation of the application of the FER provision and determined that it will realize a benefit by repatriating funds in accordance with the FER provision. As such, the Company has developed a Domestic Reinvestment Plan to reinvest the repatriated funds in the U.S. in qualifying activities, pursuant to the terms of the FER provision and subsequent guidance issued by the IRS. This plan calls for the repatriation of up to $100 million during the fiscal year ending September 30, 2006. A portion of the repatriation includes foreign earnings related to the fiscal year ended September 30, 2005 and to earlier fiscal years. The Company has recorded a net benefit of $884 on the unremitted earnings from the fiscal year ended September 30, 2005 and earlier fiscal years as a result of the FER provision. The majority of the repatriation is expected to come from projected foreign earnings for the fiscal year ending September 30, 2006. It is impractical to calculate the exact amount of

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earnings and exact tax impact that the Company may realize from the repatriation of 2006 earnings. As such, no incremental tax impact has been recorded with respect to these earnings.

2. Acquisitions

        The Company accounts for the below mentioned acquisitions under the purchase method of accounting in accordance with SFAS No. 141, "Business Combinations." Under the purchase method of accounting, the total purchase price has been allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The excess of the purchase price over those fair values was recorded as goodwill (see Note 6). The fair value assigned to the tangible and intangible assets acquired and liabilities assumed was based upon estimates and assumptions developed by management and other information compiled by management, including a valuation, prepared by an independent valuation specialist that utilized established valuation techniques appropriate for the industry.

        Certain acquisitions also gave rise to the consolidation and elimination of certain personnel positions. The Company provided certain balance sheet adjustments for the same in accordance with EITF No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination." At the closing of the respective acquisitions, the Company anticipated headcount reductions and, as such, included an estimated accrual for workforce reductions comprised of severance and employee benefits in the purchase price allocation for each respective acquisition. A rollforward of the workforce reduction accrual in connection with the respective acquisitions is provided in the discussions below.

Fiscal 2005 Acquisitions

Solgar

        On August 1, 2005, the Company acquired substantially all the assets of Solgar Vitamin and Herb, a division of Wyeth Consumer Healthcare (Wyeth NYSE: WYE) for $115,000 in cash. The goodwill associated with this acquisition is deductible for tax purposes. The cash used for this acquisition was financed by an amendment and restatement of the Company's existing Credit and Guarantee Agreement ("CGA") which included a new Term Loan A for $120,000 which matures August 2010. The Company also incurred approximately $3,409 of direct transaction costs for a total purchase price of approximately $118,409. Additionally, related financing costs of approximately $1,147 were paid to secure the financing for this acquisition which will be amortized until the maturity of Term Loan A (see Note 9).

        Solgar manufactures and distributes premium-branded nutritional supplements including multivitamins, minerals, botanicals and specialty formulas designed to meet the specific needs of men, women, children and seniors. Solgar's headquarters and major manufacturing facility are located in Bergen County, New Jersey. Solgar's products are sold at nearly 5,000 health food stores, natural product stores, natural pharmacies and specialty stores across the United States. Solgar will strengthen NBTY's presence in the health food store market, as the Solgar brand will be focused on serving the needs of the independent health food store across the United States. In addition, Solgar's products are sold internationally in 40 countries, including countries in North and South America, Asia, the Middle East, Europe, as well as South Africa, Australia and New Zealand. Solgar, a prominent supplement

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company established in 1947, had sales for its 2004 fiscal year of approximately $105,000. This acquisition contributed $17,464 in net sales and a pre-tax operating loss of $1,879, since its acquisition date, to NBTY's wholesale segment for the fiscal year ended September 30, 2005.

        At the closing of the Solgar acquisition, the Company anticipated headcount reductions and, as such, included an estimated accrual for workforce reductions of approximately $1,008 comprised of severance and employee benefits in the preliminary purchase price allocation (see included herein). The rollforward of the workforce reduction accrual is as follows:

Accrual at acquistion date August 1, 2005	$	1,008
Payments through September 30, 2005		(891	)
Accrual at September 30, 2005	$	117

SISU

        On June 8, 2005, the Company acquired SISU, Inc. ("SISU"), a Canadian-based manufacturer and distributor of premium quality vitamins and supplements sold to the independent health food stores. SISU is headquartered in Burnaby, British Columbia and had sales of approximately $14,000 for its fiscal year ended September 30, 2004. The purchase price for this business was approximately $8,224 in cash. None of the goodwill associated with this acquisition is deductible for tax purposes. This acquisition contributed $3,355 in net sales and a marginal pre-tax operating loss since its acquisition date to NBTY's wholesale segment for the fiscal year ended September 30, 2005.

Le Naturiste

        On February 25, 2005, the Company acquired Le Naturiste Jean-Marc Brunet ("Le Naturiste"), a chain of 103 retail stores located throughout Quebec. Le Naturiste is an Eastern Canadian-based company in the business of developing, packaging, marketing and retailing an in-house range of privately-labeled health and natural products. At the time of the acquisition, the Le Naturiste chain operated 99 company-owned stores and 4 franchised stores. The purchase price for this business was approximately $5,048 in cash. None of the goodwill associated with this acquisition is deductible for tax purposes. This acquisition contributed $9,089 in net sales and a pre-tax operating loss of $1,556 since its acquisition date to NBTY's North American retail segment for the fiscal year ended September 30, 2005. As of September 30, 2005 the Le Naturiste chain operated 97 company-owned stores and 4 franchised stores.

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        The following provides an allocation of the purchase price in relation to the Le Naturiste, SISU and Solgar acquisitions. Certain purchase price allocations for these acquisitions are preliminary as noted in the table below:

		Final Le Naturiste		Preliminary SISU		Preliminary Solgar
Assets acquired
Cash		$	284	$	—	$	—
Accounts receivable, net			105		1,055		15,305
Inventories			2,392		1,915		37,405
Other current assets			599		272		336
Property, plant and equipment			2,466		890		19,239
Goodwill			98		1,541		16,481
Intangibles			960		3,791		35,010
Other assets			—		—		30
	Total assets acquired		6,904		9,464		123,806
Liabilities assumed
Accounts payable and accrued liabilities			1,230		1,021		5,397
Other liabilities			626		219		—
	Total liabilities assumed		1,856		1,240		5,397
Net assets acquired		$	5,048	$	8,224	$	118,409

        The fair value of property, plant and equipment acquired is as follows:

		Fair Values
								Depreciation and Amortization period (years)
		Final Le Naturiste		Preliminary SISU		Preliminary Solgar
Buildings and leasehold improvements		$	338	$	77	$	5,098	5-40
Machinery and equipment			201		504		12,225	3-10
Furniture and fixtures			1,685		102		669	5-10
Computer equipment			236		207		786	5
Transportation equipment			6		—		461	4
	Total property, plant and equipment	$	2,466	$	890	$	19,239

F-22

        The fair value of identifiable intangible assets acquired is as follows:

		Fair Values
		Final Le Naturiste		Preliminary SISU		Preliminary Solgar		Amortization period (years)
Brands		$	—	$	1,371	$	15,010	20
Customer lists			61		—		—	3
Private label relationships			—		2,258		20,000	20
Trademarks			899		—		—	20
Covenants not to compete			—		162		—	3
	Total intangible assets	$	960	$	3,791	$	35,010

F-23

        The preliminary allocation of the purchase price noted above is subject to revision as follows:

Solgar

        The Company is in the process of obtaining a third party valuation of certain assets and liabilities and has not yet finalized the final net asset adjustment (as defined in the purchase agreement). The purchase agreement stipulates an adjustment to the purchase price between buyer and seller for the excess or shortfall of the final net asset value threshold as stated in such agreement. The completion of this process could potentially result in an adjustment to the purchase price. Upon completion of these events, final allocations to the acquired assets and liabilities could result in future adjustments to goodwill and actual results may differ from those presented herein.

SISU

        The Company is in the process of obtaining a third party valuation of certain assets and liabilities and has not yet finalized the final working capital adjustment (as defined in the purchase agreement). The purchase agreement stipulates an adjustment to the purchase price between buyer and seller for the excess or shortfall of the final working capital threshold as stated in such agreement. The preliminary purchase price allocation is also subject to contingency payments based upon financial loss claims as specified in the purchase agreement. The purchase agreement stipulates the indemnification from the seller of any financial losses of SISU for the period from June 1, 2005 to May 31, 2006 up to the maximum amount of $500. The completion of this process could potentially result in an adjustment to the purchase price. Upon completion of these events, final allocations to the acquired assets and liabilities could result in future adjustments to goodwill and actual results may differ from those presented herein.

        Pro forma financial information related to Solgar, SISU and Le Naturiste are not provided as their impact was not material individually or in the aggregate to the Company's consolidated financial statements.

        Although management believes that the current allocation of the estimated purchase price is reasonable, the final allocation (resulting from the finalization of the valuation of the fair value of the net assets acquired and the finalization of net working capital and net assets acquired) may differ significantly from the amounts reflected in the accompanying consolidated financial statements.

Fiscal 2004 Acquisitions

        In fiscal 2004, the Company did not acquire any businesses.

Fiscal 2003 Acquisitions

Rexall

        On July 25, 2003, the Company acquired all of the issued and outstanding capital stock of Rexall Sundown, Inc. ("Rexall") for $250,000 in cash from Numico USA, Inc., an indirect subsidiary of Royal Numico N.V. None of the goodwill associated with this acquisition is deductible for tax purposes. The acquisition was financed in fiscal 2003 by a new senior credit facility (see Note 9). The Company also

F-24

incurred approximately $7,000 of direct transaction costs for a total purchase price of approximately $257,000. Additionally, related financing costs of approximately $7,500 were paid to secure the financing for this acquisition which will be amortized until the maturity of the underlying debt (see Note 9).

        The Company has retained essential Rexall employees consisting of product development, sales and service personnel. Management believes the transaction complemented NBTY's existing wholesale products and provides NBTY with an enhanced sales infrastructure and additional manufacturing capacity. Rexall's portfolio of nutritional supplement brands includes Rexall®, Sundown®, Osteo Bi-Flex®, Carb Solutions®, MET-Rx® and WORLDWIDE Sport Nutrition®. Rexall brands contributed $273,651, $293,542 and $72,815 in net sales to NBTY's Wholesale segment for the fiscal years ended September 30, 2005, 2004 and 2003, respectively.

        At the closing of the acquisition, the Company anticipated headcount reductions across all areas of Rexall and, as such, included an estimated accrual for workforce reductions of approximately $12,049 comprised of severance and employee benefits, in its purchase price allocation. The rollforward of the workforce reduction accrual is as follows:

Accrual at September 30, 2003	$	12,049
Payments through September 30, 2004		(10,451	)
Reserve adjustments charged to goodwill		(1,435	)
Accrual at September 30, 2004		163
Payments through September 30, 2005		(311	)
Reserve adjustments charged to operations		163
Accrual at September 30, 2005	$	15

        During the fiscal third quarter of 2004, the Company entered into a contract with a real estate broker to facilitate the sale of a Rexall building acquired in the 2003 acquisition. The building was classified as an asset held for sale and was included in "Prepaid expenses and other current assets" in the Consolidated Balance Sheet at September 30, 2004. During fiscal year 2005, the Company sold this building for $8,600, which was less than its carrying value at September 30, 2004 of $10,508 (see Note 12 for discussion of the impairment charge recorded during the fiscal year 2005).

De Tuinen

        On May 20, 2003, the Company acquired the De Tuinen chain of retail stores from Royal Ahold N.V. At the time of the acquisition, the De Tuinen chain consisted of 41 company owned stores and 24 franchised stores located throughout the Netherlands. The purchase price for this business was approximately $14,551 in cash. None of the goodwill associated with this acquisition is deductible for tax purposes. This acquisition contributed $41,513, $38,280 and $13,245 in net sales for the fiscal years ended September 30, 2005, 2004 and 2003, respectively. This acquisition also contributed pre-tax operating losses of $2,680, $1,980 and $607 for the fiscal years ended September 30, 2005, 2004 and 2003. At September 30, 2005, 67 DeTuinen stores in the Netherlands were in operation.

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Health & Diet Group ("GNC (UK)") and FSC Wholesale ("FSC")

        On March 10, 2003, the Company acquired GNC (UK) and the FSC wholesale business from Royal Numico N.V. At the time of the acquisition, GNC (UK) owned and operated 49 GNC stores in the U.K. FSC is a Manchester, U.K.-based wholesale operation whose products are sold to health food stores and pharmacies. The purchase price for these businesses was approximately $16,759 in cash. None of the goodwill associated with this acquisition is deductible for tax purposes. This transaction stipulated adjustments to the purchase price for agreed upon working capital requirements and inventory valuation procedures performed. The Company settled its dispute over the working capital acquired with the former owners of GNC (UK) and FSC during the current fiscal year ended September 30, 2005 and received cash which was reflected as a purchase price adjustment to goodwill (see Note 6).

        This acquisition contributed $37,372, $46,583 and $27,468 in net sales for the fiscal years ended September 30, 2005, 2004 and 2003, respectively. GNC (UK) contributed pre-tax operating income of $5,554 and $2,162 for the fiscal years ended September 30, 2005 and 2004 and a marginal pre-tax operating loss for the fiscal year ended September 30, 2003. At September 30, 2005, 35 GNC stores in the U.K. were in operation. FSC contributed pre-tax operating income of $2,379 for the fiscal year ended September 30, 2005. FSC contributed a pre-tax operating loss of $759 and a marginal pre-tax operating loss for the fiscal years ended September 30, 2004 and 2003. During fiscal 2005, the Company sold certain business assets of FSC (see Note 12 for further discussion).

        Pro forma financial information related to De Tuinen, GNC (UK) and FSC are not provided as their operations were not significant individually or in the aggregate to NBTY as a whole. Such acquisitions were funded with internally generated cash.

3. Investments

        Investments at September 30, 2005 consist of auction rate securities ("ARS") which are long-term variable rate bonds tied to short-term interest rates that are reset through a "dutch auction" process which occurs every 7 to 35 days. At September 30, 2005 the Company had investments in ARS of $39,900 which are classified as available-for-sale marketable securities with interest at rates that are reset every 7 days and have stated maturity dates ranging from 2014 to 2039. These investments are recorded at fair value in the accompanying balance sheets; any unrealized gains/losses are included in other comprehensive income, unless a loss is determined to be other than temporary. As of September 30, 2005, there are no unrealized holding gains or losses. Despite the long-term nature of their stated contractual maturities, there is a ready liquid market for these securities based on the interest reset mechanism. The Company classifies such securities as current assets in the accompanying balance sheets because the Company has the ability and intent to sell these securities as necessary to meet its current liquidity requirements. (See Note 23 for discussion of subsequent sales of such securities).

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        Investments at September 30, 2005 consist of the following:

	2005
	Amortized Cost		Fair Value
Auction rate securities	$	39,900	$	39,900
	$	39,900	$	39,900

        The contractual maturities of the Company's investments are as follows:

	2005
within 1 year	$	—
after 1 year through 5 years		—
after 5 years through 10 years		10,000
after 10 years		29,900
	$	39,900

        In 2002, the Company purchased $8,242 high yield, less-than-investment-grade corporate debt securities. The Company did not intend to sell the shares in the near term and therefore classified them as available-for-sale securities, and reported them at fair market value (based on then current quoted market prices), with net unrealized gains or losses on the securities recorded as accumulated other comprehensive income in stockholders' equity. In fiscal 2003, the Company reviewed these marketable securities for impairment based on criteria that include the extent to which cost exceeds market value, the duration of the market decline, and the financial condition and near-term prospects for the issuer. As a result, in the Consolidated Statements of Income during the fiscal year ended September 30, 2003, the Company recorded an impairment charge against income of $4,084 ($2,896 or $0.04 basic and diluted earnings per share, after tax) included in "Other income (expense)". The Company sold all of its investment in bonds during the 2004 fiscal first quarter at no further gain or loss.

        Interest income included in "Miscellaneous, net" in the Consolidated Statements of Income was $1,935, $1,298 and $2,667 during the fiscal years ended September 30, 2005, 2004 and 2003, respectively.

4. Inventories

        The components of inventories are as follows:

	2005		2004
Raw materials	$	146,134	$	89,140
Work-in-process		8,194		11,380
Finished goods		337,007		274,039
	$	491,335	$	374,559

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5. Property, Plant and Equipment, net

        Property, plant and equipment is as follows:

		2005		2004		Depreciation and Amortization period (years)
Land		$	21,374	$	19,483
Buildings and leasehold improvements			243,816		178,540	5-40
Machinery and equipment			147,447		127,275	3-10
Furniture and fixtures			116,015		122,822	5-10
Computer equipment			60,380		63,066	5
Transportation equipment			11,379		10,711	4
			600,411		521,897
	Less: accumulated depreciation and amortization		279,883		241,822
		$	320,528	$	280,075

        Depreciation and amortization of property, plant and equipment for the fiscal years ended September 30, 2005, 2004 and 2003 was approximately $47,297, $50,180 and $41,406, respectively.

6. Goodwill and Other Intangible Assets, net

        The changes in the carrying amount of goodwill by segment for the fiscal years ended September 30, 2005 and 2004 are as follows:

	Wholesale/ US Nutrition			North American Retail			European Retail			Direct Response/ Puritan's Pride		Consolidated
Balance at September 30, 2003	$	38,929		$	7,588		$	151,648		$	15,197	$	213,362
Adjustments to purchase price allocation		7,024			—			(11,735	)		—		(4,711	)
Foreign currency translation		—			—			12,778			—		12,778
Balance at September 30, 2004		45,953			7,588			152,691			15,197		221,429
Sale of business assets		(353	)		—			—			—		(353	)
Acquisition of Le Naturiste		—			98			—			—		98
Acquisition of SISU		1,541			—			—			—		1,541
Acquisition of Solgar		16,481			—			—			—		16,481
Tax effect of purchase price allocation		(1,221	)		—			—			—		(1,221	)
Purchase price dispute settlements and adjustments		11,078			—			(9,850	)		—		1,228
Impairment charge		—			(7,686	)		—			—		(7,686	)
Foreign currency translation		111			—			(2,881	)		—		(2,770	)
Balance at September 30, 2005	$	73,590		$	—		$	139,960		$	15,197	$	228,747

        The goodwill associated with the Solgar and SISU acquisitions are subject to revision as described in Note 2. Although management believes that the current allocation of the estimated purchase price is reasonable, the final allocation may differ significantly from the amounts reflected in the accompanying consolidated financial statements.

F-28

Changes in goodwill:

Fiscal 2005:

        The increase in the Wholesale / US Nutrition segment's goodwill for fiscal 2005 primarily related to the acquisition of Solgar ($16,481) and SISU, Inc. ($1,541) (see Note 2) and the effect of the Company's settlement of the working capital dispute in connection with the Rexall acquisition ($11,078) partially offset by a tax adjustment relating to the purchase price allocation of the Rexall acquisition ($1,221) and a reduction in the goodwill associated with the December 2004 sale of certain Food Supplement Corporation ("FSC") business assets ($353) (see Note 12).

        The decrease in the North American Retail segment's goodwill during fiscal 2005 is directly due to the Company recording an impairment charge of $7,686 (see Note 7).

        The decrease in the European Retail segment's goodwill during fiscal 2005 is related to the Company settling its dispute with the former owners of GNC (UK) and FSC during fiscal 2005 by receiving cash ($4,558) and settling the dispute over the net assets acquired ($5,292) reflected as an adjustment to the purchase price.

Fiscal 2004:

        The increase in the Wholesale/US Nutrition segment's goodwill for fiscal 2004 includes net adjustments for re-allocations of net excess purchase price to tangible assets acquired and liabilities assumed of approximately $6,946 (which includes a $1,435 severance accrual reduction), adjustments to the fair value of intangibles of $4,781, deferred taxes and other tax adjustments of $5,128 and additional direct costs paid of $469, offset by adjustments to the fair value of insurance costs of $5,200 and adjustments to the fair value of other liabilities of $5,100.

        The decrease in the European Retail segment's goodwill includes adjustments to the fair value of intangibles of $14,272, offset by re-allocations of net excess purchase price to tangible assets acquired and liabilities assumed of approximately $2,537.

        The carrying amount of acquired other intangible assets is as follows:

		2005				2004
		Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets
Brands		$	94,565	$	8,608	$	79,105	$	4,724	20
Customer lists			61,963		28,299		61,911		24,265	2-15
Private label relationships			34,047		1,454		11,500		671	20
Trademarks and licenses			15,996		3,897		14,784		3,069	2-20
Covenants not to compete			2,777		2,565		2,605		2,435	3-5
			209,348		44,823		169,905		35,164
Indefinite lived intangible asset
Trademark			1,800		—		1,800		—
	Total intangible assets	$	211,148	$	44,823	$	171,705	$	35,164

F-29

        Aggregate amortization expense of other definite lived intangible assets included in the Consolidated Statements of Income under the caption "Selling, general and administrative" expenses in fiscal 2005, 2004 and 2003 was approximately $10,986, $11,500 and $5,478, respectively.

Estimated amortization expense

        Assuming no changes in the Company's other intangible assets, estimated amortization expense for each of the five succeeding fiscal years is as follows:

For the fiscal year ending September 30,
2006	$	12,471
2007	$	12,038
2008	$	11,893
2009	$	10,733
2010	$	10,673

7. Asset Impairments

        Impairment Indicators:

        The Company has been monitoring the trends in the North American Retail segment's earnings before interest, taxes, depreciation and amortization ("EBITDA"), during the current fiscal year ("FY") due to the changes in the specialty retail market's business climate. This has directly influenced the Company's decision to participate in a significant level of promotional activity at several of its retail locations. These sales incentives have negatively impacted gross margins. The North American Retail segment had positive annual EBITDA for the five years preceeding the current fiscal year. The fiscal first quarter ended December 31, 2004 was the first time in the past five years that this reporting unit generated negative EBITDA. The Company continued to monitor this trend during the quarter ended March 31, 2005, in which the reporting unit generated a negative EBITDA for a second consecutive quarter. In addition to the negative EBITDA generated by the North American Retail segment during the first two quarters of FY 2005, the Company has also been monitoring its same-store sales trend. In May 2005, same-store sales turned positive; however, 8 out of the previous 12 months reflected negative same store sales trends. As a result of the two consecutive quarters of negative EBITDA and the continued adverse business climate of the specialty retail market during the April and May 2005 periods, the Company concluded that there were indicators of impairment of its North American Retail segment's goodwill and certain property, plant and equipment. These factors were determined to be interim triggering events that required an impairment review under the provisions of SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS 142, "Goodwill and Other Intangible Assets".

        Long-lived asset impairment charge:

        The estimated future undiscounted cash flows associated with the North American Retail leasehold improvements and furniture and fixtures in stores that were incurring losses were compared to the respective carrying amount of such assets and it was determined that a write down to a new depreciable basis was required due to the fact that the carrying amount of the long-lived asset group for each store

F-30

incurring losses exceeded its fair value. As a result of the Company's impairment test on these long-lived assets in accordance with SFAS 144, the Company recognized a $3,303 charge in May 2005 and a $215 charge in September 2005 for the impairment of assets to be held and used. The impairment charges were recorded based on an estimate of future discounted cash flows. The impairment charges related primarily to leasehold improvements and furniture and fixtures for certain North American Retail operations and were included in the Consolidated Statements of Income under the caption "Selling, general and administrative" expenses for the fiscal year ended September 30, 2005.

        In addition, during fiscal 2004 and 2003, the Company recognized impairment charges of $2,603 and $1,117, respectively, on assets to be held and used. The impairment charges related primarily to leasehold improvements and furniture and fixtures for the North American Retail operations and were included in the Consolidated Statements of Income under the caption "Selling, general and administrative" expenses for the fiscal years ended September 30, 2004 and 2003, respectively.

        Goodwill impairment charge:

        As a result of the Company's impairment test, it was determined that the North American Retail goodwill's carrying value exceeded its fair value, as calculated by an independent valuation specialist, and therefore, in accordance with SFAS 142, the Company recognized a $7,686 impairment charge of goodwill for the North American Retail reporting unit.

8. Accrued Expenses and Other Current Liabilities

        The components of accrued expenses and other current liabilities are as follows:

	2005		2004
Accrued compensation and related taxes	$	28,153	$	20,559
Income taxes payable		9,110		11,913
Accrued purchases		13,683		15,180
Litigation		11,337		11,406
Other		58,204		57,575
	$	120,487	$	116,633

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9. Long-Term Debt

        Long-term debt consisted of the following:

		2005		2004
Senior debt:
	85/8% Senior subordinated notes, ("85/8% Notes") net of unamortized discount of $173 in 2005 and $493 in 2004(a)	$	75,369	$	149,507
	71/8% Senior subordinated notes due 2015, ("71/8% Notes") net of unamortized discount of $1,763 in 2005(b)		198,237		—
Mortgages:
	First mortgage payable in monthly principal and interest (9.73%) installments of $25 (paid in full)		—		1,218
	First mortgage payable in monthly principal and interest (7.375%) installments of $55, maturing May 2011		3,060		3,480
	First mortgage; interest at LIBOR plus 1.5%; (approximating 5.19% at September 30, 2005); payable in monthly principal and interest installments of $384; maturing August 2015(c)		12,878		—
Credit and Guarantee Agreement ("CGA")(d):
	Revolving Credit Facility, maturing July 2008		6,000		—
	Term loan C; interest at LIBOR plus applicable margin; (approximating 5.875% at September 30, 2005); maturing July 2009		138,163		155,531
Term loan A; interest at LIBOR plus applicable margin; (approximating 5.25% at September 30, 2005); maturing August 2010			75,419		—
			509,126		309,736
	Less: current portion		80,922		3,205
		$	428,204	$	306,531

(a)

The 8⁵/8% Senior Subordinated Notes (the "8⁵/8% Notes") are unsecured and subordinated in right of payment for all existing and future indebtedness of the Company. The 8⁵/8% Notes provide for the payment of interest semi-annually. On August 25, 2005, NBTY initiated a cash tender offer (the "Offer") for any and all of the 8⁵/8% Notes. On September 23, 2005, NBTY announced the expiration of the Offer with a total of $74,458 aggregate principal amount of the 8⁵/8% Notes tendered, representing approximately 49.6% of the outstanding 8⁵/8% Notes. On September 23, 2005, NBTY issued a Call for Redemption of these 8⁵/8% Notes Due 2007 and accepted and paid for the $74,458 aggregate principal amount of the 8⁵/8% Notes tendered. The redemption price was equal to $1,000 per $1,000 principal amount of the 8⁵/8% Notes validly tendered, plus accrued and unpaid interest to the redemption date. In connection with the early extinguishment of the 8⁵/8% Notes, the Company recorded a charge of $790 to interest expense in the Consolidated Statements of Income during the three months ended September 30, 2005. The charge included a write-off of approximately $620 representing the unamortized portion of debt issuance costs and $170

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representing the unamortized bond discount associated with the original issuance. See Note 23 for discussion of the redemption for the remaining 8⁵/8% Notes on October 24, 2005.

(b)

In September 2005, the Company issued 10-year 7¹/8% Senior Subordinated Notes due 2015 (the "7¹/8% Notes"). The 7¹/8% Notes are unsecured and subordinated in right of payment for all existing and future indebtedness of the Company. The 7¹/8% Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after October 1, 2010, and prior to maturity at certain fixed redemption prices plus accrued interest. In addition, on or prior to October 1, 2008, the Company may redeem in the aggregate up to 35% of the 7¹/8% Notes with the net cash proceeds received by the Company from certain types of equity offerings (as defined), at a redemption value equal to 107.125% of the principal amount plus accrued interest, provided that at least 65% of the aggregate principal amount of notes remain outstanding immediately after any such redemption. The notes do not have any sinking fund requirements. Interest is paid semi-annually on every April 1st and October 1st.

(c)

The Company entered into a variable rate mortgage with JP Morgan Chase Bank on August 31, 2005 for a loan in the amount of $12,950 which is payable in monthly principal installments of $72 plus interest at LIBOR plus 1.5%. The mortgage matures on August 31, 2015, with the final payment of the then unpaid principal balance of approximately $4,317. On August 31, 2005, the Company entered into an interest rate swap agreement ("SWAP") to receive variable rate interest (LIBOR), and pay fixed rate interest (4.71%) which effectively converted the $12,950 mortgage to fixed rate debt. The Company entered into this SWAP as a cash flow hedge in order to fix its interest payments on the mortgage. The SWAP, which expires August 2015 is amortizing so that the notional amount of the SWAP will decrease in tandem with the scheduled principal payments on the mortgage. See below for further discussion of such agreement.

(d)

On December 19, 2003, the Company refinanced approximately $224,000 of Term B loans outstanding under its July 2003 credit and guarantee agreement ("CGA") with a new class of Term C loans on more favorable terms of LIBOR plus 2%. Costs of approximately $500 were paid on December 19, 2003, in connection with this debt refinancing, which will be amortized until Term C's maturity of approximately six years. On August 1, 2005, in connection with the Company's acquisition of Solgar®, the Company amended and restated its existing credit agreement by adding a new Term Loan A of $120,000 and increasing its existing Revolving Credit Facility from $100,000 to $125,000. Costs of approximately $1,147 were paid in connection with this debt amendment and restatement. At September 30, 2005, the Company had borrowings outstanding of $6,000, $138,163 and $75,419 for the Revolving Credit Facility, Term Loan C and Term Loan A, respectively. Interest rates charged on borrowings can vary depending on the interest rate option utilized. Options for the rate can either be the Alternate Base Rate or LIBOR plus applicable margin. At September 30, 2005 and 2004, the borrowing rate for Term Loan C approximated 5.875% and 3.75%, respectively. At September 30, 2005 the borrowing rate for the Revolving Credit Facility and Term Loan A approximated 7.75% and 5.25%, respectively. The Company is required to pay a commitment fee, which varies between .25% and .50% per annum, depending on the Company's ratio of consolidated indebtedness to consolidated EBITDA, on any unused portion of the revolving credit facility. According to the CGA, EBITDA is defined as net income, excluding the aggregate amount of all non-cash losses reducing net income, plus interest,

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taxes, depreciation and amortization. Term Loan C requires the Company to make quarterly principal installments of approximately $352 thru June 30, 2008 and requires the last four quarterly principal installments to be balloon payments of approximately $33,572 beginning September 30, 2008. Term loan A requires the Company to make quarterly principal installments of approximately $2,828 beginning September 30, 2006 and requires the last four quarterly principal installments to be balloon payments of approximately $10,370 beginning September 30, 2009. The current portion of Term Loan C and Term Loan A at September 30, 2005 was $1,410 and $2,828, respectively. The scheduled maturities are as follows: Revolving Credit Facility—July 24, 2008, Term Loan C—July 24, 2009, and Term Loan A—August 1, 2010. Virtually all of the Company's assets are collateralized under the amended and restated CGA. Under the CGA, the Company is obligated to maintain various financial ratios and covenants that are typical for such facilities.

SWAP Agreement:

        The interest rate swap agreement is a contract to exchange a floating rate for a fixed rate interest payment over the life of the agreement without the exchange of the underlying notional amount. The notional amount of the interest rate swap agreement is used to measure interest to be paid or received and does not represent the amount of exposure to fluctuations in the fair value of debt. The differential paid or received on the interest rate swap agreement is recognized as an adjustment to interest. The Company does not use derivative financial instruments for trading purposes.

        In accordance with SFAS 133, as amended by SFAS No. 138, the Company has formally documented the relationship between the interest rate swap (noted in (c) above) and the variable rate borrowings, as well as its risk management objective and strategy for undertaking the hedge transaction. This process includes linking the derivative which was designated as a cash flow hedge to the specific liability on the balance sheet. The Company will record the fair value change in the value of the SWAP through Other Comprehensive Income ("OCI"), net of tax. Since management expects this hedging relationship to be highly effective, both at inception of the hedge and on an ongoing basis, it is expected to be highly effective in achieving offsetting changes in fair value attributable to the hedged risk during the period that the hedge is designated. The Company determined that there will be no ineffectiveness in this hedging relationship since the hedged forecasted interest payments are based on the same notional amount, have the same reset dates, and are based on the same benchmark interest rate designated under the variable rate mortgage. The Company also assesses, both at the hedge's inception and on an ongoing basis, whether the derivative used in the hedging transaction is highly effective in offsetting changes in the cash flows of the hedged item. At September 30, 2005, the SWAP liability was $65.

Other:

        On August 1, 2005, in connection with the Company's acquisition of Solgar®, the Company amended and restated its existing credit agreement by adding a new Term Loan A of $120,000 and increasing its existing Revolving Credit Facility from $100,000 to $125,000. Amendments were also made to certain covenants, such as eliminating the minimum fixed charge coverage ratio covenant and increasing the capital expenditures annual limitation from $50,000 to $75,000.

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        The Company's credit arrangements, generally the indenture governing the 7¹/8% Notes ("Indenture") and the CGA, impose certain restrictions on the Company regarding capital expenditures and limit the Company's ability to do any of the following: incur additional indebtedness, dispose of assets, make repayments of indebtedness or amendments of debt instruments, pay dividends or distributions, create liens on assets and enter into sale and leaseback transactions, investments, loans or advances and acquisitions. Such restrictions are subject to certain limitations and exclusions (see Note 15).

        In addition, a default under certain covenants in the Indenture and the CGA, respectively, could result in the acceleration of the Company's payment obligations under the CGA and the Indenture, as the case may be, and, under certain circumstances, in cross-defaults under other debt obligations. These defaults may have a negative effect on the Company's liquidity.

        Required principal payments of long-term debt are as follows:

Fiscal year ending September 30,
2006	$	80,922
2007		14,072
2008		53,239
2009		121,085
2010		32,580
Thereafter		207,228
	$	509,126

        The fair value of the Company's long-term debt at September 30, 2005 and 2004, based upon current market rates, approximates the amounts disclosed above.

10. Comprehensive Income

        Total comprehensive income for the Company includes net income, the effects of foreign currency translation, unrealized gains and losses on available-for-sale securities and changes in the fair value of the interest rate swap agreement treated as a cash flow hedging instrument, which are charged or credited to the accumulated other comprehensive income account within stockholders' equity. Total comprehensive income for the fiscal years ended September 30, 2005, 2004 and 2003 is as follows:

			2005			2004		2003
Net income, as reported			$	78,137		$	111,849	$	81,585
Changes in:
	Unrealized holding gains			8			21		48
	Interest rate swap valuation adjustments			(40	)		—		—
	Sale of business assets in a foreign entity			566			—		—
	Foreign currency translation adjustments			(5,121	)		7,547		9,980
		Total comprehensive income	$	73,550		$	119,417	$	91,613

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        Accumulated other comprehensive income as of September 30, 2005 and 2004, net of taxes, was $17,586 and $22,173, respectively. The balance, consisting primarily of net gains on foreign currency translation adjustments of $17,031 and $22,152, at September 30, 2005 and 2004, respectively, has been recorded in the shareholders' equity section of the consolidated balance sheets.

        The change in cumulative foreign currency translation adjustment primarily relates to the Company's investment in its European subsidiaries and fluctuations in exchange rates between their local currencies and the U.S. Dollar.

        During the fiscal year ended September 30, 2005, the Company recorded a decrease in its deferred tax liability of $2,884 relating to other comprehensive losses incurred during the year. During the fiscal year ended September 30, 2004, the Company recorded a deferred income tax liability of $13,939, including $5,302 for prior periods, relating to accumulated other comprehensive income at September 30, 2004. Prior to October 1, 2003, the Company had not recorded a deferred income tax liability relating to accumulated other comprehensive income. Amounts relating to prior periods were not considered material.

11. Income Taxes

        Income (loss) before income taxes consists of the following components:

	2005			2004		2003
United States	$	(2,105	)	$	84,789	$	59,529
Foreign		121,367			84,216		55,468
	$	119,262		$	169,005	$	114,997

        Provision for income taxes consists of the following:

		2005			2004		2003
Federal
	Current	$	(5,089	)	$	19,610	$	9,358
	Deferred		2,882			8,202		5,864
State
	Current		273			2,258		1,334
	Deferred		473			470		170
Foreign
	Current		41,414			26,521		17,493
	Deferred		1,172			95		(807	)
Total provision		$	41,125		$	57,156	$	33,412

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        The following is a reconciliation of the income tax expense computed using the statutory Federal income tax rate to the actual income tax expense and its effective income tax rate.

	2005					2004					2003
	Amount			Percent of pretax income		Amount			Percent of pretax income		Amount			Percent of pretax income
Income tax expense at statutory rate	$	41,742		35.0	%	$	59,152		35.0	%	$	40,249		35.0	%
State income taxes, net of federal income tax benefit		484		0.4	%		1,770		1.0	%		1,504		1.3	%
Change in valuation allowance		1,498		1.3	%		1,162		0.7	%		(8,275	)	(7.1	)%
Goodwill impairment		2,656		2.2	%		—		—			—		—
Effect of international operations, including foreign export benefit and earnings indefinitely reinvested under APB23		(4,565	)	(3.9	)%		(4,298	)	(2.5	)%		(560	)	(0.4	)%
Effect of FER provision		(884	)	(0.7	)%		—		—			—		—
Other, individually less than 5%		194		0.2	%		(630	)	(0.4	)%		494		0.3	%
	$	41,125		34.5	%	$	57,156		33.8	%	$	33,412		29.1	%

11. Income Taxes

        The components of deferred tax assets and liabilities are as follows as of September 30:

		2005			2004
Deferred tax assets:
Inventory reserves		$	7,544		$	6,652
Accrued expenses and reserves not currently deductible			18,151			27,406
Tax credits			4,196			4,774
Capital loss carryforward			1,575			1,576
Foreign net operating losses			3,474			693
Valuation allowance			(9,245	)		(6,614	)
Total deferred income tax assets, net of valuation allowance			25,695			34,487
Deferred tax liabilities:
Property, plant and equipment			(22,572	)		(26,612	)
Intangibles			(24,680	)		(25,162	)
Undistributed foreign earnings			(835	)		(1,187	)
Other comprehensive income			(11,055	)		(13,939	)
Other			—			(200	)
	Total deferred income tax liabilities		(59,142	)		(67,100	)
Total net deferred income tax liabilities			(33,447	)		(32,613	)
Less current deferred income tax assets			(23,645	)		(32,062	)
Long-term deferred income taxes		$	(57,092	)	$	(64,675	)

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        Deferred tax assets have been recognized to the extent that it is more likely than not that they will be realized. At September 30, 2005, the Company has foreign net operating losses, New York State ("NYS") investment tax credit carryforwards and capital loss carryforwards of $9,880, $4,196 and $4,080, respectively.

        At September 30, 2005, the Company maintained a valuation allowance of $4,196 against the NYS investment tax credits that will begin to expire in 2013 and $5,049 against capital and foreign loss carryforwards which expire in accordance with applicable tax law. The Company provides a valuation allowance for these credit and loss carryforwards because it does not consider realization of such assets to be more likely than not.

        The Company's capital loss carryforward expires in 2008.

        At September 30, 2005, the Company had $5,145 of undistributed international earnings on which it has not provided any U.S. tax expense as the Company intends to permanently reinvest these earnings outside of the U.S. A determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable.

        The change in the valuation allowance for the fiscal years ended September 30, 2005 and 2004 is as follows:

	2005			2004
Balance at October 1	$	(6,614	)	$	(5,452	)
Utilization of foreign tax credit carryforwards		—			—
Utilization of NYS investment tax credit carryforwards		149			1,107
Capital loss carryforward		1			(1,576	)
Foreign net operating losses generated		(1,648	)		(693	)
Foreign net operating losses acquired		(1,133	)		—
Balance at September 30	$	(9,245	)	$	(6,614	)

12. Assets Held for Sale and Gain on Sale of Food Supplement Corporation ("FSC") Business Assets

        In December 2004, the Company entered into a contract with a real estate broker to facilitate the sale of the corporate building acquired in the 2003 Rexall acquisition at less than its carrying value of $10,508. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company recorded an impairment charge to reduce the carrying value of the asset by $1,908. Such amount was charged to operations and is included in selling, general and administrative expenses for the fiscal year ended September 30, 2005. In May 2005, the Company sold this building at no further gain or loss, and received cash proceeds of $8,600. At September 30, 2004, this Rexall corporate building was classified as held for sale which was reflected as a component of "Prepaid expenses and other current assets" in the accompanying Consolidated Balance Sheets.

        In May 2005, the Company also sold a corporate building for $1,350. Such amount approximated the building's carrying value; therefore, no gain or loss was recorded as a result of this sale.

        In December 2004, the Company sold certain business assets of FSC, a Manchester, U.K. based wholesale operation which included products sold to health food stores and pharmacies. In connection with the sale, proceeds of $5,766 were received and a $1,999 gain was realized and included in selling, general and administrative expenses for the fiscal year ended September 30, 2005.

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13. Commitments

Operating Leases

        The Company conducts retail operations under operating leases, which expire at various dates through 2030. Some of the leases contain escalation clauses, as well as renewal options and provide for contingent rent based upon sales plus certain tax and maintenance costs.

        Future minimum rental payments (excluding real estate tax and maintenance costs) for retail locations and other leases that have initial or noncancelable lease terms in excess of one year at September 30, 2005 are as follows:

Fiscal year ending September 30,
2006	$	86,392
2007		79,263
2008		70,139
2009		55,932
2010		46,053
Thereafter		171,286
	$	509,065

        In connection with a February 7, 2005 letter from the Office of the Chief Accountant of the Securities and Exchange Commission to the American Institute of Certified Public Accountants expressing its views of existing accounting literature related to lease accounting, the Company has completed a review of its lease accounting policies. As a result of this review, no adjustments were required to be recorded to the consolidated financial statements.

        Operating lease rental expense (including real estate taxes and maintenance costs) and leases on a month to month basis were approximately $112,550, $104,104 and $86,783 during fiscal 2005, 2004 and 2003, respectively.

Purchase Commitments

        The Company was committed to make future purchases under various purchase arrangements with fixed price provisions aggregating approximately $40,453 at September 30, 2005.

Capital Commitments

        The Company had approximately $4,314 in open capital commitments at September 30, 2005, primarily related to manufacturing equipment as well as to computer hardware and software. Also, the Company has an $3,756 commitment for an expansion of its softgel facility which is expected to be completed within one year.

Real Estate Tax Incentive Transaction

        In August 2005, the Company entered into a sale-leaseback transaction pursuant to which it sold certain manufacturing assets and its manufacturing facility located in Augusta Georgia for a total purchase price of $14,973. The purchase price consisted of $14,973 in cash which was simultaneously

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invested and is subject to an Industrial Revenue Bonds (IRB's) financing agreement. This agreement is intended to permit counties to attract business investment by offering property tax incentives. In accordance with Georgia law, the Company entered into this sale-leaseback agreement with Richmond County ("the County") and acquired an Industrial Development Revenue Bond. The arrangement is structured so that the Company's lease payments to the County equal and offset the County's bond payments to the Company. The Bond is non-recourse to the County, the Company's lease payments are pledged to secure repayment of the Bond, and the lease and bond provide for the legal right of offset. Consequently, in accordance with Financial Interpretation No. 39, "Offsetting of Amounts Related to Certain Contracts," the investment and lease obligation related to this arrangement have been offset in the Company's Consolidated Balance Sheets. The agreement has a maximum expiration date of 2025. Under the terms of the agreement, the Company must annually submit information regarding the value of the machinery and equipment in service in the county. If the Company had not entered into this transaction, property tax payments would have been higher. The Company can reacquire such property and terminate the agreement at a nominal price of $1 and, accordingly, the subject property is included in property, plant, and equipment in the consolidated balance sheet. If the Company elects to reacquire the subject property prior to the expiration of the arrangement, it may also be required to make certain adjusting property tax payments.

Off-Balance Sheet Arrangements

        The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, except for the financing commitments previously discussed.

Employment and Consulting Agreements

        The Company has employment agreements with two of its executive officers. The agreements, effective October 1, 2002, each have a term of five years and are automatically renewed each year thereafter unless either party notifies the other to the contrary. These agreements provide for minimum salary levels and contain provisions regarding severance and changes in control of the Company. The annual commitment for salaries to these two officers as of September 30, 2005 was approximately $1,170.

        The Company maintains a consulting agreement with Rudolph Management Associates, Inc. for the services of Arthur Rudolph, a director of the Company. The agreement requires Mr. Rudolph to provide consulting services to the Company through December 31, 2005, in exchange for a consulting fee of $450 per year, payable monthly. In addition, Mr. Rudolph receives certain fringe benefits accorded to other executives of the Company.

        Five members of the Company's European senior executive staff have service contracts terminable by the Company upon twelve months notice. The annual aggregate commitment for such executive staff as of September 30, 2005 was approximately $1,349.

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14. Earnings Per Share

        Basic earnings per share ("EPS") computations are calculated utilizing the weighted average number of common shares outstanding during the fiscal years. Diluted EPS includes the dilutive effect of outstanding stock options, as if exercised. The following is a reconciliation between basic and diluted EPS:

	2005		2004		2003
Numerator:
Numerator for basic and diluted EPS—income available to common stockholders	$	78,137	$	111,849	$	81,585
Denominator:
Denominator for basic EPS—weighted-average shares		67,162		66,793		66,452
Effect of dilutive securities—stock options		1,975		2,276		2,086
Denominator for diluted EPS—weighted-average shares		69,137		69,069		68,538
Net EPS:
Basic EPS	$	1.16	$	1.67	$	1.23
Diluted EPS	$	1.13	$	1.62	$	1.19

15. Dividend Restrictions

        The CGA prohibits the Company from paying dividends or making any other distributions (other than dividends payable solely in shares of the Company's common stock) to its stockholders. The Company's Indenture governing its 7¹/8% Notes due 2015 similarly prohibits the Company from paying dividends or making any other distributions (other than dividends payable solely in shares of the Company's stock). In addition, except as specifically permitted in the CGA, the CGA does not allow the Company's subsidiaries to advance or loan money to, or make a capital contribution to or invest in, the Company. Furthermore, except as expressly permitted in the Indenture, the Company's subsidiaries are not permitted to invest in the Company. However, the CGA and the Indenture do permit the Company's subsidiaries to pay dividends to the Company.

16. Stock Option Plans

        Stock options granted under the Company's plans generally become exercisable on grant date and have a maximum term of ten years. The Company did not grant any stock options during fiscal 2005, 2004 and 2003.

        During fiscal 2005, options for 39 shares of common stock were exercised, with an aggregate exercise price of $225. As a result of the exercise of those options, the Company received a compensation deduction for tax purposes of approximately $575. Accordingly, a tax benefit of approximately $213 was credited to capital in excess of par. Also during fiscal 2005, the Company received an additional compensation deduction of approximately $19 due to the early disposition of certain incentive stock options exercised by employees. Accordingly, a tax benefit of approximately $7 was credited to capital in excess of par.

        During fiscal 2004, options for 340 shares of common stock were exercised, with an aggregate exercise price of $1,881. As a result of the exercise of those options, the Company received a

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compensation deduction for tax purposes of approximately $1,927. Accordingly, a tax benefit of approximately $713 was credited to capital in excess of par. Also during fiscal 2004, the Company received an additional compensation deduction of approximately $1,394 due to the early disposition of certain incentive stock options exercised by employees. Accordingly, a tax benefit of approximately $515 was credited to capital in excess of par.

        During fiscal 2003, options for 198 shares of common stock were exercised, with an aggregate exercise price of $1,146. As a result of the exercise of those options, the Company received a compensation deduction for tax purposes of approximately $2,650. Accordingly, a tax benefit of approximately $928 was credited to capital in excess of par. Also during fiscal 2003, the Company received an additional compensation deduction of approximately $412 due to the early disposition of certain incentive stock options exercised by employees. Accordingly, a tax benefit of approximately $144 was credited to capital in excess of par.

        A summary of stock option activity is as follows:

	Fiscal Year Ended September 30,
	2005				2004				2003
	Number of shares		Weighted average exercise price		Number of shares		Weighted average exercise price		Number of shares		Weighted average exercise price
Outstanding at beginning of year	3,864		$	5.78	4,204		$	5.77	4,402		$	5.77
Exercised	(39	)	$	5.88	(340	)	$	5.52	(198	)	$	5.79
Outstanding at end of year	3,825		$	5.78	3,864		$	5.78	4,204		$	5.77
Exercisable at end of year	3,825		$	5.78	3,864		$	5.78	4,204		$	5.77
Number of shares available for future grant	2,458

        The following table summarizes information about stock options outstanding at September 30, 2005:

	Options Outstanding
					Options Exercisable
		Weighted Average Remaining Contractual Life
Range of Exercise Prices	Shares Outstanding		Weighted Average Exercise Price		Shares Exercisable	Weighted Average Exercise Price
$4.75-$6.19	3,825	4.3 years	$	5.78	3,825	$	5.78

17. Employee Benefit Plans

        The Company sponsors a Retirement Savings Plan consisting of a 401(k) plan covering substantially all employees with more than six months of service. As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides tax-deferred salary deductions for eligible employees. Employees may contribute from one percent to 50 percent of their annual compensation to the Plan, limited to a maximum annual amount as set periodically by the Internal Revenue Service. Company

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match contributions are 100% of employee contributions, up to two percent of the employee's gross earnings to an annual maximum match contribution of $4 per employee. Employees become fully vested in employer contributions after three years of service.

        The Company also sponsors an Employee Stock Ownership Plan (ESOP) which covers substantially all employees who are employed at calendar year end and have completed one year of service (providing they worked at least the minimum number of hours as required by the terms of the plan during such plan year). As of September 30, 2005, all shares of the plan have been allocated to participants. The ESOP's assets are mainly Company common stock (the plan holds small amounts of cash). Total ESOP shares are considered to be shares outstanding for earnings per share calculation.

        The ESOP is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended (Code) and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Contributions to the ESOP are made on a voluntary basis by the Company in the form of the Company's stock or cash, which is invested by the plan's trustee in the Company's stock. There is no minimum contribution required in any one year. There are no contributions required or permitted to be made by an employee. All contributions are allocated to participant accounts as defined. Employees become vested in their respective accounts after five years of service, as defined in plan document, provided the ESOP is not considered top-heavy. If the ESOP is considered top-heavy, employees will become vested in the plan beginning in year 2 in increments of 20% per year over the subsequent four years of service.

        The ESOP held approximately 4.0 percent of the outstanding common stock of the Company for the benefit of all participants as of September 30, 2005 and 2004.

        The accompanying financial statements reflect contributions to these plans in the approximate amount of $4,386, $6,142 and $3,111 during fiscal 2005, 2004 and 2003, respectively.

        Certain international subsidiaries of the Company (mainly in the U.K.) have company sponsored defined contribution plans to comply with local statutes and practices. The accompanying financial statements reflect contributions to these plans by such subsidiaries in the approximate amount of $1,146, $922 and $464 during fiscal 2005, 2004 and 2003, respectively.

18. Discontinued Product Charge

        Effective March 15, 2003, the Company voluntarily discontinued sales of products that contain ephedra. Income from operations for the fiscal year ended September 30, 2003 includes a charge of approximately $4,500 ($3,191 or $0.05 basic and diluted earnings per share, after tax) associated with such discontinued product sales.

19. Litigation

Prohormone products

New York Action

        On July 25, 2002, a putative class-action lawsuit was filed against Vitamin World, Inc., alleging that Vitamin World engaged in deceptive trade practices and false advertising with respect to the sale of

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certain prohormone supplements and that plaintiffs were therefore entitled to equitable and monetary relief pursuant to the New York General Business Law. Similar complaints were filed against other companies in the vitamin and nutritional supplement industry. The Court has not yet certified a class. Vitamin World has filed a pending motion for summary judgment seeking the dismissal of all claims and an opposition to plaintiff's motion for class certification. The Company has defended vigorously this action. Until the Court rules on these pending motions, no determination can be made at this time as to its likely final outcome, nor can its materiality be accurately ascertained.

California Action

        On July 25, 2002, a putative consumer class-action lawsuit was filed in California state court against Met-Rx Substrate Technology, Inc., a subsidiary of Rexall Sundown, claiming that the advertising and marketing of certain prohormone supplements were false and misleading, or alternatively, that the prohormone products contained ingredients that were controlled substances under California law. Plaintiffs seek equitable and monetary relief. On June 18, 2004, this case was consolidated with several other class-action cases brought against other companies relating to the sale of products containing androstenediol, one of the prohormones contained in the Met-Rx products. The consolidated proceedings have recently been assigned to a judge for further pretrial proceedings. No trial date has been set. The Court has not yet certified a class and the matter is currently in discovery. The Company has defended vigorously against the claims asserted. Because this action is still in the early stages, no determination can be made at this time as to its final outcome, nor can its materiality be accurately ascertained.

New Jersey Action

        In March 2004, a putative class-action lawsuit was filed in New Jersey against Met-Rx Substrate Technology, Inc., claiming that the advertising and marketing of certain prohormone supplements were false and misleading and that plaintiff and the putative class of New Jersey purchasers of these products were entitled to damages and injunctive relief. Because these allegations are virtually identical to allegations made in a putative nationwide class-action previously filed in California, the Company moved to dismiss or stay the New Jersey action pending the outcome of the California action. The motion was granted, and the New Jersey action is stayed at this time.

Florida Action

        In July 2002, a putative class-action lawsuit was filed in Florida against MET-Rx USA, Inc., a subsidiary of Rexall Sundown, claiming that the advertising and marketing of certain prohormone supplements were false and misleading, that the products were ineffective, and alternatively, that the products were anabolic steroids whose sale violated Florida law. Plaintiff seeks equitable and monetary relief. This case has been largely inactive since its filing. The Company recently filed a motion to dismiss for failure to prosecute pursuant to Florida Rule of Civil Procedure 1.420. No determination can be made at this time as to its final outcome, nor can its materiality be accurately ascertained.

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Nutrition Bars

        Rexall and certain of its subsidiaries are defendants in a class-action lawsuit brought in 2002 on behalf of all California consumers who bought various nutrition bars. Plaintiffs allege misbranding of nutrition bars and violations of California unfair competition statutes, misleading advertising and other similar causes of action. Plaintiffs seek restitution, legal fees and injunctive relief. The Company has defended vigorously this action. The Court vacated the July 6, 2005 status conference and set a further conference for January 6, 2006. Until that time, the case is stayed for all purposes. Based upon the information available at this time, the Company believes that its accrual is adequate for the exposure in the nutrition bar litigation. However, no determination can be made at this time as to the final outcome of this case, nor can its materiality be accurately ascertained.

Shareholder Litigation

        During the period from June 24, 2004 through September 3, 2004, six separate shareholder class-actions were filed against the Company and certain of its officers and directors in the U.S. District Court for the Eastern District of New York, on behalf of shareholders who purchased shares of the Company's common stock between February 9, 2004 and July 22, 2004 (the potential "Class Period"). The actions allege that the Company failed to disclose material facts during the Class Period that resulted in a decline in the price of its stock after June 16, 2004 and July 22, 2004, respectively. The Court consolidated the six class-actions in March 2005 and appointed lead plaintiffs and counsel. The lead plaintiffs filed a consolidated amended complaint alleging an amended class period from November 10, 2003 to July 22, 2004. Along with the officers and directors, the Company has filed a motion to dismiss the action.

        In addition to the shareholder class-actions, two shareholder derivative actions were filed in the Eastern District of New York, on July 9, 2004 and August 26, 2004, respectively, against certain of the Company's officers and directors, and the Company is named as a nominal defendant. The two derivative actions, which have been consolidated, are predicated upon the allegations set forth in the shareholder class-actions and allege improper sales of the Company's shares by certain officers and directors. On December 27, 2004, the court granted the Company's motion to dismiss this complaint. The plaintiffs have filed an appeal.

        An additional shareholder derivative action was filed on October 7, 2004 in the Supreme Court of the State of New York, Suffolk County, alleging breaches of fiduciary duties by the Company's individual directors and officers, and the Company is named as a nominal defendant. The derivative claims are predicated upon the same allegations as in the Eastern District consolidated derivative action and upon claims arising from the Company's acquisition of Rexall Sundown, Inc. in July 2003. The New York derivative action is currently stayed by agreement of the parties. The Company, its named officers and its directors intend to file a motion to dismiss or further stay the New York derivative action at the appropriate procedural time.

        Also, a purported shareholder of the Company delivered a demand that the Company's board of directors commence a civil action against certain of the Company's officers and directors based on certain of the allegations described above. The Company's board of directors, based on the investigation and recommendation of a special committee of the Board, determined not to commence

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any such lawsuit. On or about April 28, 2005, a second state court derivative action was filed in the Supreme Court of the State of New York, Suffolk County, by this purported shareholder alleging wrongful rejection of his demand and breaches of fiduciary duties by some of the Company's individual directors and officers, and the Company is named as a nominal defendant. This derivative complaint is predicated upon the same allegations as the dismissed Eastern District consolidated derivative action. This derivative action is currently stayed by agreement of the parties. Along with the named officers and directors, the Company intends to file a motion to dismiss or further stay this derivative action at the appropriate procedural time.

        The Company and its named officers and directors believe that these suits are without merit and intend to defend vigorously these actions. Given the early stages of the proceedings, however, no determination can be made at this time as to the final outcome of these actions, nor can their materiality be accurately ascertained. The Company maintains policies of directors' and officers' professional liability insurance.

Regulatory Matters

        In June 2003, the Company received a letter of inquiry from the FTC concerning its marketing of a certain weight loss product, as well as the marketing of Royal Tongan Limu dietary supplement by its subsidiary, Dynamic Essentials, Inc, ("DEI"). The Company ceased all DEI operations and terminated all DEI employees in September 2003. In October 2005, the United States District Court for the Eastern District of New York entered a Consent Decree that requires the Company to pay a $2 million civil penalty, and imposes an injunction that requires the Company to comply with its existing FTC consent decree entered into in 1995. The Company has already paid this civil penalty.

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability claims) arise in the ordinary course of the Company's business. See Item 1. "Government Regulation" for a discussion of these matters. The Company believes that such other inquiries, claims, suits and complaints would not have a material adverse effect on the Company's consolidated financial condition or results of operations, if adversely determined against the Company.

20. Segment Information

        The Company is organized by sales segments on a worldwide basis. The Company's management reporting system evaluates performance based on a number of factors; however, the primary measures of performance are the net sales and income or loss from operations (prior to corporate allocations) of each segment, as this is the key performance indicator reviewed by management. Operating income or loss for each segment does not include corporate general and administrative expenses, interest expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to: human resources, legal, finance, IT, and various other corporate level activity related expenses. Such unallocated expenses remain within corporate. Corporate also includes the manufacturing assets of the Company and, accordingly, items associated with these activities, such as the discontinued product charge (recorded during the fiscal year ended September 30, 2003), remain unallocated in the corporate segment. The European Retail operation does not include the impact of any intercompany transfer pricing. The accounting policies of all of the operating segments are the same as those described in the summary of significant accounting policies in Note 1.

F-46

        The Company reports four segments: Wholesale/US Nutrition; North American Retail; European Retail; and Direct Response/Puritan's Pride. All of the Company's products fall into one of these four segments. The Wholesale/ US Nutrition segment is comprised of several divisions, each targeting specific market groups which include wholesalers, distributors, chains, pharmacies, health food stores, bulk and international customers. The North American Retail segment generates revenue through its 542 owned and operated Vitamin World stores selling proprietary brand and third-party products and through its recently acquired Canadian operation of 97 Company-operated Le Naturiste stores and 4 franchised Le Naturiste stores. The European Retail segment generates revenue through its 590 Company-operated stores and 22 franchise stores. Such revenue consists of sales of proprietary brand and third-party products as well as franchise fees. The Direct Response/Puritan's Pride segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and the Internet. Catalogs are strategically mailed to customers who order by mail, internet, or by phoning customer service representatives in New York, Illinois or the United Kingdom.

        The following table represents key financial information of the Company's business segments:

		2005			2004			2003
Wholesale/US Nutrition:
	Net sales	$	747,234		$	734,293		$	416,627
	Income from operations	$	67,873		$	112,224		$	76,933
	Depreciation and amortization	$	9,923		$	10,474		$	2,184
	Capital expenditures	$	1,090		$	1,929		$	288
Retail:
	North America
	Net sales	$	224,008		$	216,431		$	212,380
	Loss from operations	$	(26,216	)(a)	$	(120	)	$	(1,643	)
	Depreciation and amortization	$	6,756		$	10,848		$	12,733
	Capital expenditures	$	4,082		$	7,682		$	3,335
	Locations open at end of period		643			557			533
	Europe
	Net sales	$	566,140		$	495,808		$	363,597
	Income from operations	$	151,459		$	120,323		$	83,345
	Depreciation and amortization	$	13,175		$	12,370		$	9,872
	Capital expenditures	$	11,455		$	15,794		$	13,009
	Locations open at end of period		612			602			589
Direct Response/Puritan's Pride:
	Net sales	$	199,805		$	205,499		$	199,944
	Income from operations	$	52,254		$	65,265		$	62,184
	Depreciation and amortization	$	5,079		$	5,403		$	5,779
	Capital expenditures	$	385		$	260		$	1,050

(a)

Includes asset impairment charges of $11,204 for fiscal year ended September 30, 2005 (see Note 7).

F-47

		2005			2004			2003
Corporate:
	Corporate expenses	$	(107,684	)	$	(108,149	)	$	(85,278	)
	Discontinued product charge	$	—		$	—		$	(4,500	)
	Depreciation and amortization—manufacturing	$	16,216		$	16,005		$	10,966
	Depreciation and amortization—other	$	7,134		$	6,580		$	5,350
	Capital expenditures—manufacturing	$	34,675		$	6,288		$	3,693
	Capital expenditures—other	$	19,829		$	10,747		$	16,135
Consolidated totals:
	Net sales	$	1,737,187		$	1,652,031		$	1,192,548
	Income from operations	$	137,686	(a)	$	189,543		$	131,041
	Depreciation and amortization	$	58,283		$	61,680		$	46,884
	Capital expenditures	$	71,516		$	42,700		$	37,510

(a)

Includes asset impairment charges of $11,204 for fiscal year ended September 30, 2005 (see Note 7).

			2005		2004		2003
Net sales by location of customer
	United States		$	1,086,126	$	1,091,192	$	788,645
	United Kingdom			525,093		457,564		348,761
	Holland			42,168		39,007		13,458
	Ireland			15,950		12,816		9,958
	Canada			14,419		1,948		311
	Other foreign countries			53,431		49,504		31,415
		Consolidated totals	$	1,737,187	$	1,652,031	$	1,192,548

			2005		2004
Long-lived assets (which includes property, plant and equipment, goodwill and other intangible assets.)
	United States		$	484,100	$	416,510
	United Kingdom			196,471		201,657
	Holland			13,412		13,512
	Ireland			7,155		6,366
	Canada			10,094		—
	Other foreign countries			4,368		—
		Consolidated totals	$	715,600	$	638,045

F-48

        The Company's identifiable assets by segment as of September 30, 2005 and 2004 are as follows:

	2005		2004
Wholesale/US Nutrition	$	549,631	$	484,941
North American Retail/Vitamin World(a)		55,304		76,799
European Retail/
Holland & Barrett/GNC (UK)		335,640		361,754
Direct Response/
Puritan's Pride		69,269		93,844
Corporate/Manufacturing		472,458		215,315
Consolidated totals	$	1,482,302	$	1,232,653

(a)

In fiscal 2005, identifiable assets were reduced for asset impairment charges of $11,204 (see Note 7).

        Approximately 34%, 31% and 31% of the Company's net sales for the fiscal years ended September 30, 2005, 2004 and 2003, respectively, were denominated in currencies other than U.S. dollars, principally British pounds, Euros and Canadian dollars (fiscal 2005). A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on the Company.

        Foreign subsidiaries accounted for the following percentages of assets and total liabilities as of September 30, 2005 and 2004:

	2005		2004
Assets	26	%	27	%
Total liabilities	10	%	15	%

21. Related Party Transactions

        An entity owned by a relative of a director and the Chief Executive Officer received sales commissions from the Company of $693, $732 and $643 in fiscal 2005, 2004 and 2003, respectively. The Company had trade receivable balances due from this entity approximating $0 and $3,772 at September 30, 2005 and 2004, respectively.

22. Quarterly Results of Operations (Unaudited)

        The following is a summary of the unaudited quarterly results of operations for fiscal 2005 and 2004 (amounts may not equal fiscal year totals due to rounding):

	Quarter ended
Fiscal 2005:	December 31, 2004		March 31, 2005		June 30, 2005			September 30, 2005
Net sales	$	420,269	$	442,714	$	438,986		$	435,218
Gross profit		208,315		216,633		218,026			198,568
Income before income taxes		45,429		31,713		27,443	(a)		14,677	(b)
Net income		29,893		20,867		15,966	(a)		11,412	(b)
Net income per diluted share	$	.43	$	.30	$	.23		$	.17

F-49

	Quarter ended
Fiscal 2004:	December 31, 2003		March 31, 2004		June 30, 2004		September 30, 2004
Net sales	$	385,053	$	439,594	$	399,913	$	427,471
Gross profit		192,168		226,346		202,685		208,420
Income before income taxes		36,362		62,511		36,656		33,476
Net income		23,645		41,257		25,902		21,045
Net income per diluted share	$	.34	$	.60	$	.37	$	.30

(a)

Includes asset impairment charges of $10,989 recorded during the quarter (see Note 7).

(b)

Includes asset impairment charges of $215 recorded during the quarter (see Note 7).

23. Subsequent Events

        On August 25, 2005, the Company initiated a cash tender offer (the "Offer") for any and all of its $150,000 aggregate principal amount of the 8⁵/8% Notes due 2007. The redemption price was equal to $1,000 per $1,000 principal amount of the 8⁵/8% Notes validly tendered, plus accrued and unpaid interest to the redemption date. On September 23, 2005, the Company announced the expiration of the Offer with a total of $74,458 aggregate principal amount of the 8⁵/8% Notes tendered, representing approximately 49.6% of the outstanding 8⁵/8% Notes. On October 24, 2005, the Company redeemed the remaining $75,542 aggregate principal amount of the 8⁵/8% Notes outstanding. On such date, the Company paid $706 representing the remaining accrued interest due to the 8⁵/8% Note holders and recorded a charge of $802 to interest expense in the Consolidated Statements of Income representing the unamortized portion of debt issuance costs and bond discount associated with the original issuance. Also, on October 24, 2005, the Company liquidated and utilized all of its investment in auction rate securities of $39,900 to pay such redemption.

24. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes

The Company issued $200,000 aggregate principal amount of 7¹/8% Senior Subordinated Notes due 2015 (the "7¹/8% Notes"). The 7¹/8% Notes are guaranteed by all of the Company's domestic subsidiaries except Solgar. These guarantees are full, unconditional and joint and several. The following condensed consolidating financial information presents:

(1)

Condensed consolidating financial statements as of September 30, 2005 and 2004, and for the fiscal years ended September 30, 2005, 2004 and 2003 of (a) NBTY Inc., the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis, and



(2)

Elimination entries necessary to consolidate NBTY Inc., the parent, with guarantor and non-guarantor subsidiaries.

The condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company's share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. This financial information should be read in conjunction with the consolidated financial statements and other notes related thereto.

F-50

NBTY, INC. and Subsidiaries
Condensed Consolidating Balance Sheet
As of September 30, 2005

			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	28,028		$	(2,085	)	$	41,339		$	—		$	67,282
	Investments			39,900			—			—			—			39,900
	Accounts receivable			—			54,241			18,985			—			73,226
	Intercompany			(477,810	)		40,242			437,568			—			—
	Inventories			—			386,503			107,771			(2,939	)		491,335
	Deferred income taxes			—			23,630			15			—			23,645
	Prepaid expenses and other current assets			—			28,694			25,775			—			54,469
		Total current assets		(409,882	)		531,225			631,453			(2,939	)		749,857
Property, plant and equipment, net				41,053			195,582			83,893			—			320,528
Goodwill				—			77,879			150,868			—			228,747
Other intangible assets, net				—			115,254			51,071			—			166,325
Other assets				—			16,816			29			—			16,845
Note Receivable—Intercompany				353,920			—			—			(353,920	)		—
Investments in subsidiaries				1,244,402			—			—			(1,244,402	)		—
		Total assets	$	1,229,493		$	936,756		$	917,314		$	(1,601,261	)	$	1,482,302
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	80,922		$	—		$	—		$	—		$	80,922
	Accounts payable			—			36,522			36,198			—			72,720
	Accrued expenses and other current liabilities			(8,790	)		83,680			45,597			—			120,487
		Total current liabilities		72,132			120,202			81,795			—			274,129
Long-term debt				428,204			—			353,920			(353,920	)		428,204
Deferred income taxes				11,890			43,384			1,818			—			57,092
Other liabilities				1,212			3,505			2,105			—			6,822
		Total liabilities		513,438			167,091			439,638			(353,920	)		766,247
Commitments and contingencies
Stockholders' equity:
	Common stock			537			—			—			—			537
	Capital in excess of par			138,657			352,019			301,272			(653,291	)		138,657
	Retained earnings			559,275			417,646			188,021			(605,667	)		559,275
	Accumulated other comprehensive income			17,586			—			(11,617	)		11,617			17,586
		Total stockholders' equity		716,055			769,665			477,676			(1,247,341	)		716,055
Total liabilities and stockholders' equity			$	1,229,493		$	936,756		$	917,314		$	(1,601,261	)	$	1,482,302

F-51

NBTY, Inc. and Subsidiaries

Condensed Consolidating Balance Sheet

As of September 30, 2004

			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	13,213		$	(6,953	)	$	15,491		$	—		$	21,751
	Accounts receivable			—			81,633			4,480			—			86,113
	Intercompany			(435,672	)		48,002			387,670			—			—
	Inventories			—			311,697			68,037			(5,175	)		374,559
	Deferred income taxes			—			32,062			—			—			32,062
	Prepaid expenses and other current assets			—			39,996			22,839			—			62,835
		Total current assets		(422,459	)		506,437			498,517			(5,175	)		577,320
Property, plant and equipment, net				40,791			176,017			63,267			—			280,075
Goodwill				—			75,896			145,533			—			221,429
Other intangible assets, net				—			123,806			12,735			—			136,541
Other assets				—			17,288			—			—			17,288
Note Receivable—Intercompany				361,800			—			—			(361,800	)		—
Investments in subsidiaries				976,523			—			—			(976,523	)		—
		Total assets	$	956,655		$	899,444		$	720,052		$	(1,343,498	)	$	1,232,653
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	3,205		$	—		$	—		$	—		$	3,205
	Accounts payable			—			57,885			39,750			—			97,635
	Accrued expenses and other current liabilities			(8,595	)		76,821			48,407			—			116,633
		Total current liabilities		(5,390	)		134,706			88,157			—			217,473
Long-term debt				306,531			—			361,800			(361,800	)		306,531
Deferred income taxes				14,697			49,268			710			—			64,675
Other liabilities				1,019			3,157			—			—			4,176
		Total liabilities		316,857			187,131			450,667			(361,800	)		592,855
Commitments and contingencies
Stockholders' equity:
	Common stock			536			—			—			—			536
	Capital in excess of par			135,787			352,020			169,761			(521,781	)		135,787
	Retained earnings			481,302			360,293			111,136			(471,429	)		481,302
	Accumulated other comprehensive income			22,173			—			(11,512	)		11,512			22,173
		Total stockholders' equity		639,798			712,313			269,385			(981,698	)		639,798
Total liabilities and stockholders' equity			$	956,655		$	899,444		$	720,052		$	(1,343,498	)	$	1,232,653

F-52

NBTY, INC. and Subsidiaries

Condensed Consolidating Statement of Income

Year Ended September 30, 2005

		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	1,182,266		$	606,715		$	(51,794	)	$	1,737,187
Costs and expenses:
	Cost of sales		—			702,560			244,878			(51,794	)		895,644
	Advertising, promotion and catalog		—			98,201			9,804			—			108,005
	Selling, general and administrative		92,217			285,241			210,708			—			588,166
	Goodwill impairment		—			7,589			97			—			7,686
			92,217			1,093,591			465,487			(51,794	)		1,599,501
Income from operations			(92,217	)		88,675			141,228			—			137,686
Other income (expense):
	Equity in income of subsidiaries		134,238			—			—			(134,238	)		—
	Intercompany interest		24,797			—			(24,797	)		—			—
	Interest		(25,129	)		(1,341	)		(5	)		—			(26,475	)
	Miscellaneous, net		(34	)		5,040			3,045			—			8,051
			133,872			3,699			(21,757	)		(134,238	)		(18,424	)
Income before provision for income taxes			41,655			92,374			119,471			(134,238	)		119,262
(Benefit)/provision for income taxes			(36,482	)		35,021			42,586			—			41,125
Net income		$	78,137		$	57,353		$	76,885		$	(134,238	)	$	78,137

F-53

NBTY, INC. and SUBSIDIARIES

Condensed Consolidating Statement of Income

Year Ended September 30, 2004

		Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	1,197,960	$	508,042		$	(53,971	)	$	1,652,031
Costs and expenses:
	Cost of sales		—			667,795		208,588			(53,971	)		822,412
	Advertising, promotion and catalog		—			75,203		10,035			—			85,238
	Selling, general and administrative		81,936			287,483		185,419			—			554,838
			81,936			1,030,481		404,042			(53,971	)		1,462,488
Income from operations			(81,936	)		167,479		104,000			—			189,543
Other income (expense):
	Equity in income of subsidiaries		166,746			—		—			(166,746	)		—
	Intercompany interest		21,680			—		(21,680	)		—			—
	Interest		(24,665	)		—		2			—			(24,663	)
	Miscellaneous, net		1,793			437		1,895			—			4,125
			165,554			437		(19,783	)		(166,746	)		(20,538	)
Income before provision for income taxes			83,618			167,916		84,217			(166,746	)		169,005
(Benefit)/ provision for income taxes			(28,231	)		58,771		26,616			—			57,156
Net income		$	111,849		$	109,145	$	57,601		$	(166,746	)	$	111,849

F-54

NBTY, Inc. and Subsidiaries

Condensed Consolidating Statement of Income

Year Ended September 30, 2003

		Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	870,470	$	371,687		$	(49,609	)	$	1,192,548
Costs and expenses:
	Cost of sales		—			444,260		160,153			(49,609	)		554,804
	Discontinued product charge		—			4,500		—			—			4,500
	Advertising, promotion and catalog		—			60,181		6,274			—			66,455
	Selling, general and administrative		65,724			234,297		135,727			—			435,748
			65,724			743,238		302,154			(49,609	)		1,061,507
Income from operations			(65,724	)		127,232		69,533			—			131,041
Other income (expense):
	Equity in income of subsidiaries		121,649			—		—			(121,649	)		—
	Intercompany interest		16,423			—		(16,423	)		—			—
	Interest		(17,378	)		—		(6	)		—			(17,384	)
	Bond investment write down		(4,084	)		—		—			—			(4,084	)
	Miscellaneous, net		2,803			257		2,364			—			5,424
			119,413			257		(14,065	)		(121,649	)		(16,044	)
Income before provision for income taxes			53,689			127,489		55,468			(121,649	)		114,997
(Benefit)/provision for income taxes			(27,896	)		44,621		16,687			—			33,412
Net income		$	81,585		$	82,868	$	38,781		$	(121,649	)	$	81,585

F-55

NBTY, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
Year Ended September 30, 2005

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	78,137		$	57,353		$	76,885		$	(134,238	)	$	78,137
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(134,238	)		—			—			134,238			—
		Provision relating to impairments and disposals of property, plant and equipment				46			5,425			—			—			5,471
		Depreciation and amortization				7,095			36,866			14,322			—			58,283
		Foreign currency transaction loss/(gain)				264			(4,377	)		(173	)		—			(4,286	)
		Amortization of deferred financing costs				2,398			—			—			—			2,398
		Amortization of bond discount				152			—			—			—			152
		Loss on bond redemption				790			—			—			—			790
		Compensation expense for ESOP				2,583			—			—			—			2,583
		Impairment on asset held for sale				—			1,908			—			—			1,908
		Gain on sale of business assets				—			565			(2,564	)		—			(1,999	)
		Goodwill impairment				—			7,589			97			—			7,686
		(Recovery of)/provision for doubtful accounts				—			(184	)		366			—			182
		Inventory reserves				—			9,479			21			—			9,500
		Deferred income taxes				77			3,278			1,172			—			4,527
		Tax benefit from exercise of stock options				220			—			—			—			220
		Changes in operating assets and liabilities, net of acquisitions:
			Accounts receivable			—			27,577			1,777			—			29,354
			Inventories			—			(86,623	)		(811	)		—			(87,434	)
			Prepaid expenses and other current assets			—			669			(2,282	)		—			(1,613	)
			Other assets			—			(139	)		—			—			(139	)
			Accounts payable			—			(21,363	)		(7,156	)		—			(28,519	)
			Accrued expenses and other liabilities			(3	)		7,341			1,309			—			8,647
				Net cash (used in) provided by operating activities		(42,479	)		45,364			82,963			—			85,848
Cash flows from investing activities:
	Intercompany accounts					50,526			2,788			(53,314	)		—			—
	Purchase of property, plant and equipment					(5,880	)		(53,529	)		(12,107	)		—			(71,516	)
	Proceeds from sale of property, plant and equipment					11			265			22			—			298
	Proceeds from sale of property, plant and equipment held for sale					—			9,950			—			—			9,950
	Proceeds from sale of trademark					—			30			—			—			30
	Proceeds from sale of business assets					—			—			5,766			—			5,766
	Purchase of available-for-sale marketable securities					(39,900	)		—			—			—			(39,900	)
	Cash paid for acquisitions, net of cash acquired					(131,397	)		—			—			—			(131,397	)
	Purchase price dispute settlements, net					(12,794	)		—			4,558			—			(8,236	)
	Purchase of intangible assets					—			—			(563	)		—			(563	)
	Purchase of industrial revenue bonds					(14,973	)		—			—			—			(14,973	)
				Net cash used in investing activities		(154,407	)		(40,496	)		(55,638	)		—			(250,541	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements					(138,117	)		—			(427	)		—			(138,544	)
	Proceeds from borrowings under long-term debt agreements					132,950			—			—			—			132,950
	Proceeds from sale-leaseback					14,973			—			—			—			14,973
	Net proceeds under the Revolving Credit Facility					6,000			—			—			—			6,000
	Bond issuance costs					(3,329	)		—			—			—			(3,329	)
	Proceeds from stock options exercised					225			—			—			—			225
	Proceeds from bond offering, net of discount					198,234			—			—			—			198,234
	Purchase of treasury stock					(176	)		—			—			—			(176	)
				Net cash provided by (used in) financing activities		210,760			—			(427	)		—			210,333
Effect of exchange rate changes on cash and cash equivalents						941			—			(1,050	)		—			(109	)
Net increase in cash and cash equivalents						14,815			4,868			25,848			—			45,531
Cash and cash equivalents at beginning of year						13,213			(6,953	)		15,491			—			21,751
Cash and cash equivalents at end of year					$	28,028		$	(2,085	)	$	41,339		$	—		$	67,282

F-56

NBTY, INC. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

Year Ended September 30, 2004

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	111,849		$	109,145		$	57,601		$	(166,746	)	$	111,849
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(166,746	)								166,746			—
		Provision relating to impairments and disposals of property, plant and equipment				—			739			817			—			1,556
		Depreciation and amortization				6,605			42,476			12,599			—			61,680
		Foreign currency transaction (gain)/loss				(1,643	)		268			122			—			(1,253	)
		Amortization of deferred financing costs				3,955			—			—			—			3,955
		Amortization of bond discount				7			—			—			—			7
		Compensation expense for ESOP				4,090			—			—			—			4,090
		Provision for doubtful accounts				—			3,074			—			—			3,074
		Inventory reserves				—			16,070			—			—			16,070
		Deferred income taxes				(1,158	)		9,830			95			—			8,767
		Tax benefit from exercise of stock options				1,228			—			—			—			1,228
		Changes in operating assets and liabilities:
			Accounts receivable			—			8,882			(470	)		(16,563	)		(8,151	)
			Inventories						(66,902	)		(5,986	)		—			(72,888	)
			Prepaid expenses and other current assets			—			(2,474	)		(1,621	)		—			(4,095	)
			Other assets			—			(1,937	)		—			—			(1,937	)
			Accounts payable			—			9,571			(2,378	)		—			7,193
			Accrued expenses and other liabilities			(678	)		(19,876	)		(7,218	)		16,563			(11,209	)
				Net cash (used in) provided by operating activities		(42,491	)		108,866			53,561			—			119,936
Cash flows from investing activities:
	Intercompany accounts					173,145			(99,577	)		(73,568	)		—			—
	Purchase of property, plant and equipment					(9,761	)		(16,968	)		(15,971	)		—			(42,700	)
	Proceeds from sale of property, plant and equipment					—			1,065			—			—			1,065
	Proceeds from sale of bond investment					4,158			—			—			—			4,158
				Net cash provided by (used in) investing activities		167,542			(115,480	)		(89,539	)		—			(37,477	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements					(117,100	)		—			—			—			(117,100	)
	Payments for financing fees					(500	)		—			—			—			(500	)
	Proceeds from stock options exercised					1,881			—			—			—			1,881
				Net cash used in financing activities		(115,719	)		—			—			—			(115,719	)
Effect of exchange rate changes on cash and cash equivalents						1,375			—			4,287			—			5,662
Net increase (decrease) in cash and cash equivalents						10,707			(6,614	)		(31,691	)		—			(27,598	)
Cash and cash equivalents at beginning of year						2,506			(339	)		47,182			—			49,349
Cash and cash equivalents at end of year					$	13,213		$	(6,953	)	$	15,491		$	—		$	21,751

F-57

NBTY, INC. and Subsidiaries

Condensed Consolidating Statement of Cash Flows

Year Ended September 30, 2003

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	81,585		$	82,868		$	38,781		$	(121,649	)	$	81,585
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(121,649	)								121,649			—
		Provision (gain) relating to impairments and disposals of property, plant and equipment				—			(917	)		206			—			(711	)
		Depreciation and amortization				5,325			31,556			10,003			—			46,884
		Foreign currency transaction (gain)/loss				(923	)		1,316			(727	)		—			(334	)
		Amortization of deferred financing costs				1,003			—			—			—			1,003
		Amortization of bond discount				124			—			—			—			124
		Compensation expense for ESOP				1,711			—			—			—			1,711
		Bond investment write down				4,084			—			—			—			4,084
		Discontinued product charge				—			4,500			—			—			4,500
		Provision for doubtful accounts				—			2,970			—			—			2,970
		Inventory reserves				—			2,108			—			—			2,108
		Deferred income taxes				7,016			(982	)		(807	)		—			5,227
		Tax benefit from exercise of stock options				1,072			—			—			—			1,072
		Changes in operating assets and liabilities, net of acquisitions:
			Accounts receivable			—			(16,096	)		1,892			13,982			(222	)
			Inventories			—			(27,971	)		(2,516	)		—			(30,487	)
			Prepaid expenses and other current assets			—			(12,035	)		(3,820	)		—			(15,855	)
			Other assets			—			616			—			—			616
			Accounts payable			—			2,802			(5,575	)		—			(2,773	)
			Accrued expenses and other liabilities			(3,657	)		(2,328	)		29,997			(13,982	)		10,030
				Net cash (used in) provided by operating activities		(24,309	)		68,407			67,434			—			111,532
Cash flows from investing activities:
	Intercompany accounts					66,003			(62,649	)		(3,354	)		—			—
	Purchase of property, plant and equipment					(13,269	)		(11,232	)		(13,009	)		—			(37,510	)
	Proceeds from sale of property, plant and equipment					—			1,498			—			—			1,498
	Cash paid for acquisitions, net of cash acquired					(260,286	)		—			(29,390	)		—			(289,676	)
	Release of cash held in escrow					2,403			—			—			—			2,403
				Net cash used in investing activities		(205,149	)		(72,383	)		(45,753	)		—			(323,285	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements					(35,211	)		—			—			—			(35,211	)
	Proceeds from borrowings under long-term debt agreements					275,000			—			—			—			275,000
	Payments for financing fees					(7,500	)		—			—			—			(7,500	)
	Proceeds from stock options exercised					1,146			—			—			—			1,146
				Net cash provided by financing activities		233,435			—			—			—			233,435
Effect of exchange rate changes on cash and cash equivalents						(394	)		—			1,832			—			1,438
Net increase (decrease) in cash and cash equivalents						3,583			(3,976	)		23,513			—			23,120
Cash and cash equivalents at beginning of year						(1,077	)		3,637			23,669			—			26,229
Cash and cash equivalents at end of year					$	2,506		$	(339	)	$	47,182		$	—		$	49,349

F-58

[intentionally left blank]

F-59

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars and shares in thousands, except per share amounts)

			December 31, 2005		September 30, 2005
Assets
Current assets:
	Cash and cash equivalents		$	69,858	$	67,282
	Investments			—		39,900
	Accounts receivable, less allowance for doubtful accounts of $8,680 at December 31, 2005 and $9,155 at September 30, 2005			85,628		73,226
	Inventories			433,817		491,335
	Deferred income taxes			23,649		23,645
	Prepaid expenses and other current assets			40,622		54,469
		Total current assets		653,574		749,857
Property, plant and equipment, net of accumulated depreciation of $285,358 and $279,883, respectively				312,087		320,528
Goodwill				223,267		228,747
Other intangible assets, net				163,030		166,325
Other assets				15,770		16,845
		Total assets	$	1,367,728	$	1,482,302
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	7,816	$	80,922
	Accounts payable			70,938		72,720
	Accrued expenses and other current liabilities			118,819		120,487
		Total current liabilities		197,573		274,129
Long-term debt				374,294		428,204
Deferred income taxes				55,015		57,092
Other liabilities				6,908		6,822
		Total liabilities		633,790		766,247
Commitments and contingencies
Stockholders' equity:
	Common stock, $.008 par; authorized 175,000 shares; issued and outstanding 67,194 shares at December 31, 2005 and 67,191 shares at September 30, 2005			537		537
	Capital in excess of par			138,690		138,657
	Retained earnings			582,195		559,275
	Accumulated other comprehensive income			12,516		17,586
		Total stockholders' equity		733,938		716,055
		Total liabilities and stockholders' equity	$	1,367,728	$	1,482,302

This financial information should be read in conjunction with the Notes to Condensed Consolidated Financial Statements ("Notes") herein and the Consolidated Financial Statements in the Company's Form 10-K filed December 22, 2005 (the "2005 Form 10-K"), included elsewhere in this prospectus.

F-60

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars and shares in thousands, except per share amounts)

			For the three months ended December 31,
			2005			2004
Net sales			$	455,270		$	420,269
Costs and expenses:
	Cost of sales			245,949			211,954
	Advertising, promotion and catalog			25,160			20,783
	Selling, general and administrative			145,655			138,402
				416,764			371,139
Income from operations				38,506			49,130
Other income (expense):
	Interest			(8,992	)		(5,692	)
	Miscellaneous, net			1,149			1,991
				(7,843	)		(3,701	)
Income before provision for income taxes				30,663			45,429
Provision for income taxes				7,743			15,536
		Net income	$	22,920		$	29,893
Net income per share:
	Basic		$	0.34		$	0.45
	Diluted		$	0.33		$	0.43
Weighted average common shares outstanding:
	Basic			67,193			67,070
	Diluted			69,034			69,084

This financial information should be read in conjunction with the Notes herein and the Consolidated Financial Statements in the 2005 Form 10-K, included elsewhere in this prospectus.

F-61

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

FOR THE YEAR ENDED SEPTEMBER 30, 2005 AND THREE MONTHS ENDED DECEMBER 31, 2005

(Unaudited)

(Dollars and shares in thousands)

		Common Stock										Treasury Stock
																	Accumulated Other Comprehensive Income (Loss)
		Number of Shares		Amount		Capital in Excess of Par			Retained Earnings			Number of Shares		Amount						Total Stockholders' Equity			Total Comprehensive Income
Balance, September 30, 2004		67,060		$	536	$	135,787		$	481,302		—		$	—		$	22,173		$	639,798
Components of comprehensive income:
	Net income	—			—		—			78,137		—			—			—			78,137		$	78,137
	Foreign currency translation adjustment and other, net of taxes	—			—		—			—		—			—			(4,587	)		(4,587	)		(4,587	)
																							$	73,550
Purchase of treasury shares, at cost		—			—		—			—		8			(176	)		—			(176	)
Treasury stock retired		(8	)		—		(12	)		(164	)	(8	)		176			—			—
Shares issued and contributed to ESOP		100			1		2,437			—		—			—			—			2,438
Exercise of stock options		39			—		225			—		—			—			—			225
Tax benefit from exercise of stock options		—			—		220			—		—			—			—			220
Balance, September 30, 2005		67,191			537		138,657			559,275		—			—			17,586			716,055
Components of comprehensive income:
	Net income	—			—		—			22,920		—			—			—			22,920		$	22,920
	Foreign currency translation adjustment and other, net of taxes	—			—		—			—		—			—			(5,070	)		(5,070	)		(5,070	)
																							$	17,850
Exercise of stock options		3			—		18			—		—			—			—			18
Tax benefit from exercise of stock options		—			—		15			—		—			—			—			15
Balance, December 31, 2005		67,194		$	537	$	138,690		$	582,195		—		$	—		$	12,516		$	733,938

This financial information should be read in conjunction with the Notes herein
and the Consolidated Financial Statements in the 2005 Form 10-K, included elsewhere in this prospectus.

F-62

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

					For the three months ended December 31,
					2005			2004
Cash flows from operating activities:
	Net income				$	22,920		$	29,893
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Provision relating to impairments and disposals of property, plant and equipment				2,281			25
		Depreciation and amortization				14,144			14,615
		Foreign currency transaction loss (gain)				276			(915	)
		Amortization and write-off of deferred financing costs				1,554			568
		Amortization and write-off of bond discount				204			44
		Compensation expense for ESOP				—			821
		Impairment on asset held for sale				—			1,258
		Gain on sale of business assets				—			(1,999	)
		Provision for (recovery of) allowance for doubtful accounts				255			(371	)
		Inventory reserves				2,783			389
		Deferred income taxes				1,161			2,331
		Changes in operating assets and liabilities:
			Accounts receivable			(11,882	)		11,520
			Inventories			52,750			(32,742	)
			Prepaid expenses and other current assets			10,056			7,851
			Other assets			2			301
			Accounts payable			2,883			1,403
			Accrued expenses and other liabilities			225			1,911
				Net cash provided by operating activities		99,612			36,903
Cash flows from investing activities:
	Purchase of property, plant and equipment					(9,488	)		(11,346	)
	Proceeds from sale of property, plant and equipment					41			50
	Proceeds from sale of business assets					—			5,766
	Proceeds from sale of available-for-sale marketable securities					39,900			—
	Purchase price settlements, net					1,586			—
	Purchase of intangible assets					(228	)		—
				Net cash provided by (used in) investing activities		31,811			(5,530	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements					(121,220	)		(1,711	)
	Principal payments under the Revolving Credit Facility					(6,000	)		—
	Tax benefit from exercise of stock options					15			—
	Proceeds from stock options exercised					18			—
				Net cash used in financing activities		(127,187	)		(1,711	)
Effect of exchange rate changes on cash and cash equivalents						(1,660	)		2,387
Net increase in cash and cash equivalents						2,576			32,049
Cash and cash equivalents at beginning of period						67,282			21,751
Cash and cash equivalents at end of period					$	69,858		$	53,800
Supplemental disclosure of cash flow information:
	Cash paid (received) during the period for—
		Interest (net of capitalized interest of $438 in fiscal 2006)			$	4,231		$	1,775
		Income taxes (net of refunds of $8,303 in fiscal 2006)			$	(608	)	$	11,211

This financial information should be read in conjunction with the Notes herein and the Consolidated Financial Statements in the 2005 Form 10-K, included elsewhere in this prospectus.

F-63

NBTY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(In thousands, except per share amounts, number of locations and amortization periods)

1. Principles of consolidation and basis of presentation

        The accompanying financial statements for the interim periods are unaudited and include the accounts of NBTY, Inc. and its wholly-owned subsidiaries ("NBTY" or the "Company"). All significant intercompany transactions and balances have been eliminated. The interim condensed consolidated financial statements have been prepared in conformity with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission ("SEC") and therefore do not include all information or notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto, together with Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2005 ("10-K") included elsewhere in this prospectus. The September 30, 2005 balance sheet was derived from audited consolidated financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the three months ended December 31, 2005 are not necessarily indicative of the results for the full fiscal year ending September 30, 2006 or for any other period.

Estimates

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include:

•

sales returns and allowances;



•

allowance for doubtful accounts;



•

inventory valuation and obsolescence;



•

valuation and recoverability of long-lived and indefinite-lived intangible assets including the values assigned to acquired intangible assets, goodwill, assets held for sale and property, plant and equipment;



•

income taxes; and



•

accruals for the outcome of current litigation.

        On a continual basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

F-64

Significant Customers and Concentration of Credit Risk

        Financial instruments which potentially subject the Company to credit risk consist primarily of cash and cash equivalents, investments and trade accounts receivable. Cash balances may, at times, exceed FDIC limits on insurable amounts. The Company mitigates its risk by investing in or through major financial institutions. At September 30, 2005, the Company's investments consisted of auction rate securities ("ARS"), which were classified as available-for-sale marketable securities and reported at fair value (which approximates cost). The Company believed that no significant concentration of credit risk existed with respect to these securities.

        The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by the review of their current credit information. Collections and payments from customers are continuously monitored. The Company maintains an allowance for doubtful accounts, which is based upon historical experience as well as specific customer collection issues that have been identified. While such bad debt expenses have historically been within expectations and allowances established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. If the financial condition of customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances may be required.

        For the three months ended December 31, 2005 and 2004 the following individual customers accounted for the following percentages of the Wholesale / US Nutrition division's net sales, respectively:

	% of Wholesale / US Nutrition division's net sales Three months ended December 31,				% of the Company's total net sales Three months ended December 31,
	2005		2004		2005		2004
Customer A	11	%	10	%	5	%	4	%
Customer B	14	%	19	%	7	%	8	%

        Customer A is primarily a supplier to Customer B. Therefore, the loss of Customer B would likely result in the loss of most of the net sales to Customer A. While no one customer represented, individually, more than 10 percent of the Company's consolidated net sales for the three months ended December 31, 2005 and 2004, the loss of either one of these customers would have a material adverse effect on the Wholesale/US Nutrition division if the Company was unable to replace such customer(s).

F-65

        The following individual customers accounted for 10% or more of the Wholesale/US Nutrition division's total gross accounts receivable as of December 31, 2005 and September 30, 2005, respectively:

	December 31, 2005		September 30, 2005
Customer A	7	%	10	%
Customer B	11	%	7	%
Customer C	12	%	10	%

        Accounts receivable are presented net of the following reserves at December 31, 2005 and September 30, 2005:

	December 31, 2005		September 30, 2005
Allowance for sales returns	$	19,405	$	15,616
Promotional program incentive accrual		42,355		43,837
	$	61,760	$	59,453

Stock-based compensation

        In December 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 123 (Revised 2004) "Share-Based Payment: an Amendment of FASB Statements No. 123 and 95" ("SFAS l23(R)"). On October 1, 2005, the Company adopted SFAS 123(R) using the "modified prospective" method. There were no stock option grants during the three months ended December 31, 2005 and 2004, and all previously issued options are fully vested; therefore, the pro forma and actual net income and related earnings per share for these periods are the same. Since all previously granted options are fully vested and the Company has not issued any other share-based payments, the adoption of SFAS 123(R) did not have a significant impact on the Company's historical consolidated financial position or results of operations. SFAS l23(R) sets accounting requirements for "share-based" compensation to employees, requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued and disallows the use of the intrinsic value method of accounting for stock compensation. SFAS 123(R) also requires that the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This new requirement reduced net operating cash flows and increased net financing cash flows for the amount of income tax benefit recognized from the exercise of stock options during the three months ended December 31, 2005 and 2004 of $15 and $0, respectively.

        In fiscal years prior to 2006, the Company accounted for its stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations and provided additional disclosures with respect to the pro-forma effects of adoption had the Company recorded compensation expense as provided in SFAS No. 123.

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        On November 10, 2005, the FASB issued FASB Staff Position No. FAS 123(R)-3 Transition Election Related to Accounting for Tax Effects of Share-Based Payment Awards. The Company is considering whether to adopt the alternative transition method provided in the FASB Staff Position ("FSP") for calculating the tax effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool ("APIC pool") related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and statements of cash flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123(R). The Company is currently evaluating which transition method it will use for calculating its APIC Pool. The guidance in FSP is effective on November 11, 2005. An entity may take up to one year from the later of its initial adoption of SFAS 123(R) or the effective date of this FSP to evaluate its available transition alternatives and make its one-time election. The Company expects to complete its evaluation by September 30, 2006.

New accounting developments

Accounting pronouncements-newly issued:

        In October 2005, the FASB issued Staff Position FAS 13-1, "Accounting for Rental Costs Incurred during a Construction Period," which requires rental costs associated with ground or building operating leases that are incurred during a construction period to be recognized as rental expense. This Staff Position is effective for reporting periods beginning after December 15, 2005, and retrospective application is permitted but not required. The adoption of this statement is not expected to have a significant effect on the Company's consolidated financial position or results of operations since the Company currently expenses such costs.

        In July 2005, the FASB issued an Exposure Draft of a proposed Interpretation "Accounting for Uncertain Tax Positions—an interpretation of FASB Statement No. 109." Under the proposed Interpretation, a company would recognize in its financial statements its best estimate of the benefit of a tax position, only if the tax position is considered more likely than not of being sustained on audit based solely on the technical merits of the tax position. In evaluating whether the more likely than not recognition threshold has been met, the proposed Interpretation would require the presumption that the tax position will be evaluated during an audit by taxing authorities. The proposed Interpretation would be effective as of the end of the first fiscal year ending after December 15, 2006, with a cumulative effect of a change in accounting principle to be recorded upon the initial adoption. The proposed Interpretation would apply to all tax positions and only benefits from tax positions that meet the more likely than not recognition threshold at or after the effective date would be recognized. The Company is currently analyzing the proposed Interpretation and has not determined its potential impact on its Consolidated Financial Statements. While the Company cannot predict with certainty the rules in the final Interpretation, there is risk that the final Interpretation could result in a cumulative effect charge to earnings upon adoption, increases in future effective tax rates, and/or increases in future interperiod effective tax rate volatility.

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        In June 2005, the FASB issued an exposure draft of a proposed standard entitled "Business Combinations—a replacement of FASB Statement No. 141". The proposed standard, if adopted, would provide new guidance for evaluating and recording business combinations and would be effective on a prospective basis for business combinations whose acquisition dates are on or after January 1, 2007. Upon issuance of a final standard, which is expected in 2006, the Company will evaluate the impact of this new standard and its effect on the process for recording business combinations.

        In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" ("SFAS 154"), which replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. APB Opinion No. 20 had required that changes in accounting principles be recognized by including the cumulative effect of the change in the period in which the new accounting principle was adopted. SFAS 154 requires retrospective application of the change to prior periods' financial statements, unless it is impracticable to determine the period-specific effects of the change. The FASB identified the reason for the issuance of SFAS 154 to be part of a broader attempt to eliminate differences with the International Accounting Standards Board ("IASB"). The Statement is effective for fiscal years beginning after December 15, 2005. The Company is required to adopt this statement starting in its fiscal 2007 reporting period. The Company does not anticipate that the adoption of SFAS 154 will have a significant impact on the Company's consolidated financial position or results of operations.

Accounting pronouncement—adopted:

        In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liability's fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The Company adopted FIN 47 beginning the first quarter of fiscal year 2006. The adoption did not have a material impact on its consolidated financial position or results of operations.

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs" an amendment of Accounting Research Bulletin ("ARB") No. 43, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal". In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The Company adopted SFAS 151 beginning the first quarter of fiscal year 2006. The adoption did not have a material impact on its consolidated financial position or results of operations.

        In October 2004, the American Jobs Creation Act of 2004 (Act) became effective in the U.S. Two provisions of the Act could impact the Company's effective tax rate. The Act contains a new provision that permits a Qualified Production Activities Deduction (QPA) related to the Company's qualified manufacturing activity. The QPA deduction is potentially available to the Company beginning with the

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current tax year. However, the interaction of the law's provisions as well as the particulars of the Company's tax position, indicate that the impact of the QPA deduction will not be significant for the fiscal year ending September 30, 2006.

        The Act also contains a provision related to Foreign Earnings Repatriation (FER). The FER provision of the Act provides generally for a one-time 85 percent dividends received deduction for qualifying repatriations of foreign earnings to the U.S. The Company has completed its evaluation of the application of the FER provision and determined that it will likely realize a benefit by repatriating funds in accordance with the FER provision. As such, the Company has developed a Domestic Reinvestment Plan to reinvest the repatriated funds in the U.S. in qualifying activities, pursuant to the terms of the FER provision and subsequent guidance issued by the IRS. This plan calls for the repatriation of up to $100,000 during the fiscal year ending September 30, 2006. A portion of the repatriation includes foreign earnings related to the fiscal year ended September 30, 2005 and to earlier fiscal years. The Company estimated and recorded a net benefit of $884 on unremitted earnings from the fiscal year ended September 30, 2005 and earlier fiscal years. This benefit was recorded in the provision for income taxes for the fiscal year ended September 30, 2005.

        The majority of the repatriation is expected to come from projected foreign earnings for the fiscal year ending September 30, 2006. The Company has estimated and recorded an incremental benefit of $2,119 for the quarter ended December 31, 2005, based on the results for the quarter. Because the actual benefit will be based on full year's results, the Company will continue to monitor the expected tax impact of the FER provision, and adjust each quarter, as necessary.

2. Acquisitions

        The Company accounts for the below mentioned acquisitions under the purchase method of accounting in accordance with SFAS No. 141, "Business Combinations." Under the purchase method of accounting, the total purchase price has been allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The excess of the purchase price over those fair values was recorded as goodwill (see Note 7). The fair value assigned to the tangible and intangible assets acquired and liabilities assumed was based upon estimates and assumptions developed by management and other information compiled by management, including a valuation, prepared by an unrelated valuation specialist that utilized established valuation techniques appropriate for the industry.

        Certain acquisitions also gave rise to the consolidation and elimination of certain personnel positions. The Company provided certain balance sheet adjustments for the same in accordance with EITF No. 95-3, "Recognition of Liabilities in Connection with a Purchase Business Combination." At the closing of the respective acquisitions, the Company anticipated headcount reductions and, as such, included an estimated accrual for workforce reductions comprised of severance and employee benefits in the purchase price allocation for each respective acquisition. A rollforward of the workforce reduction accrual in connection with the respective acquisitions is provided in the discussions below.

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Fiscal 2005 Acquisitions

Solgar

        On August 1, 2005, the Company acquired substantially all the assets of Solgar Vitamin and Herb, a division of Wyeth Consumer Healthcare (Wyeth NYSE: WYE). The purchase price for this business was approximately $115,000, subject to post closing adjustments. The Company is in the process of finalizing the net asset value threshold and thus far received $1,705 from the seller. The goodwill associated with this acquisition is deductible for tax purposes. The cash used for this acquisition was financed by an amendment and restatement of the Company's existing Credit and Guarantee Agreement ("CGA") which included a new Term Loan A for $120,000 which matures August 2010. The Company also incurred approximately $3,528 of direct transaction costs for a total purchase price of approximately $116,823. Additionally, related financing costs of approximately $1,147 were paid to secure the financing for this acquisition and recorded as deferred financing costs which will be amortized as interest expense until the maturity of Term Loan A (see Note 9).

        Solgar, a prominent supplement company established in 1947, manufactures and distributes premium-branded nutritional supplements including multivitamins, minerals, botanicals and specialty formulas designed to meet the specific needs of men, women, children and seniors. Solgar's headquarters and major manufacturing facility are located in Bergen County, New Jersey. Solgar's products are sold at nearly 5,000 health food stores, natural product stores, natural pharmacies and specialty stores across the United States. Solgar will strengthen NBTY's presence in the health food store market, as the Solgar brand focuses on serving the needs of the independent health food store across the United States. In addition, Solgar's products are sold internationally in 40 countries including countries in North and South America, Asia, the Middle East, Europe, as well as South Africa, Australia and New Zealand. This acquisition contributed $24,757 in net sales and pre-tax operating income of $2,044 to NBTY's wholesale segment for the three months ended December 31, 2005.

        At the closing of the Solgar acquisition, the Company anticipated headcount reductions and, as such, included an estimated accrual for workforce reductions of approximately $1,008 comprised of severance and employee benefits in the preliminary purchase price allocation (see included herein). The rollforward of the workforce reduction accrual is as follows:

Accrual at acquisition date August 1, 2005	$	1,008
Payments through September 30, 2005		(891	)
Accrual at September 30, 2005		117
Payments through December 31, 2005		(74	)
Accrual at December 31, 2005	$	43

SISU

        On June 8, 2005, the Company acquired SISU, Inc. ("SISU"), a Canadian-based manufacturer and distributor of premium quality vitamins and supplements sold to the independent health food stores. The purchase price for this business was approximately $8,224 in cash. None of the goodwill associated

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with this acquisition is deductible for tax purposes. This acquisition contributed $3,197 in net sales and a marginal pre-tax operating profit to NBTY's wholesale segment for the three months ended December 31, 2005.

Le Naturiste

        On February 25, 2005, the Company acquired Le Naturiste Jean-Marc Brunet ("Le Naturiste"), a chain of 103 retail stores located throughout Quebec. Le Naturiste is an Eastern Canadian-based company in the business of developing, packaging, marketing and retailing an in-house range of privately-labeled health and natural products. At the time of the acquisition, the Le Naturiste chain operated 99 company-owned stores and 4 franchised stores. The purchase price for this business was approximately $5,048 in cash. None of the goodwill associated with this acquisition is deductible for tax purposes. This acquisition contributed $4,603 in net sales and a pre-tax operating loss of $1,073 to NBTY's North American retail segment for the three months ended December 31, 2005. As of December 31, 2005 the Le Naturiste chain operated 97 company-owned stores and included 4 franchised stores.

        The following provides an allocation of the purchase price in relation to the Le Naturiste, SISU and Solgar acquisitions. Certain purchase price allocations for these acquisitions are preliminary as noted in the table below:

		Le Naturiste		SISU		Solgar
Assets acquired
Cash		$	284	$	—	$	—
Accounts receivable, net			105		1,055		15,305
Inventories			2,392		1,915		37,405
Other current assets			599		272		336
Property, plant and equipment			2,466		890		19,239
Goodwill			98		1,541		14,834
Intangibles (principally brands and relationships)			960		3,791		35,010
Other assets			—		—		30
	Total assets acquired		6,904		9,464		122,159
Liabilities assumed
Accounts payable and accrued liabilities			1,230		1,021		5,336
Other liabilities			626		219		—
	Total liabilities assumed		1,856		1,240		5,336
Net assets acquired		$	5,048	$	8,224	$	116,823

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        The preliminary allocation of the purchase price noted above is subject to revision as follows:

Solgar

        The purchase agreement stipulates an adjustment to the purchase price between buyer and seller for the excess or shortfall of the final net asset value threshold as stated in such agreement. The completion of this process could potentially result in an adjustment to the purchase price. Upon completion of this process, final allocations to the acquired assets and liabilities could result in future adjustments to goodwill and actual results may differ from those presented herein.

SISU

        The purchase agreement stipulates an adjustment to the purchase price between buyer and seller for the excess or shortfall of the final working capital threshold as stated in such agreement. The preliminary purchase price allocation is also subject to contingency payments based upon financial loss claims as specified in the purchase agreement. The purchase agreement stipulates the indemnification from the seller of any financial losses of SISU for the period from June 1, 2005 to May 31, 2006 up to the maximum amount of $500. The completion of this process could potentially result in an adjustment to the purchase price. Upon completion of these events, final allocations to the acquired assets and liabilities could result in future adjustments to goodwill and actual results may differ from those presented herein.

        Pro forma financial information related to Solgar, SISU and Le Naturiste are not provided as their impact was not material individually or in the aggregate to the Company's consolidated financial statements.

        Although management believes that the current allocation of the estimated purchase price is reasonable, the final allocation (resulting from the finalization of net working capital and net assets acquired) may differ significantly from the amounts reflected in the accompanying consolidated financial statements.

3. Investments

        At September 30, 2005, investments consisted of auction rate securities ("ARS") which were long-term variable rate bonds tied to short-term interest rates that are reset through a "dutch auction" process which occurs every 7 to 35 days. At September 30, 2005 the Company had investments in ARS of $39,900 which were classified as available-for-sale marketable securities with interest at rates that are reset every 7 days and had stated maturity dates ranging from 2014 to 2039. These investments were recorded at fair value; any unrealized gains/losses are included in other comprehensive income, unless a loss is determined to be other than temporary. Despite the long-term nature of their stated contractual maturities, there is a ready liquid market for these securities based on the interest reset mechanism. The Company classified such securities as current assets in the accompanying balance sheets because the Company has the ability and intent to sell these securities as necessary to meet its current liquidity requirements. On October 24, 2005, the Company liquidated and utilized all of its investment in auction rate securities of $39,900 to pay the redemption price remaining on its 8⁵/8% Notes tendered.

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(See Note 9 for further discussion of the Company's redemption of its 8⁵/8% Notes). As of September 30, 2005, there were no unrealized holding gains or losses.

        Interest income included in "Miscellaneous, net" in the Consolidated Statements of Income was $733 and $233 for the three months ended December 31, 2005 and 2004, respectively.

4. Comprehensive income

        Total comprehensive income for the Company includes net income, the effects of foreign currency translation, unrealized gains and losses on available-for-sale securities and changes in the fair value of the interest rate swap agreement treated as a cash flow hedging instrument, which are charged or credited to the accumulated other comprehensive income account within stockholders' equity. Total comprehensive income for the three months ended December 31, 2005 and 2004 is as follows:

			For the three months ended December 31,
			2005			2004
Net income, as reported			$	22,920		$	29,893
Changes in:
	Unrealized holding (losses) gains			(2	)		1
	Interest rate swap valuation adjustments			2			—
	Sale of business assets in a foreign entity			—			566
	Foreign currency translation adjustments			(5,070	)		9,785
		Total comprehensive income	$	17,850		$	40,245

        Accumulated other comprehensive income as of December 31, 2005 and September 30, 2005, net of taxes, was $12,516 and $17,586, respectively. The balance, consisting primarily of net gains on foreign currency translation adjustments of $11,961 and $17,031, at December 31, 2005 and September 30, 2005, respectively, has been recorded in the shareholders' equity section of the consolidated balance sheets.

        The change in cumulative foreign currency translation adjustment primarily relates to the Company's investment in its European subsidiaries and fluctuations in exchange rates between their local currencies and the U.S. Dollar.

        During the quarter ended December 31, 2005, the Company recorded a decrease in its deferred tax liability of $3,187 relating to other comprehensive losses incurred during this period. During the quarter ended December 31, 2004, the Company recorded an increase in its deferred tax liability of $6,508 relating to other comprehensive income earned during this period.

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5. Inventories

        The components of inventories are as follows:

		December 31, 2005		September 30, 2005
Raw materials		$	124,684	$	146,134
Work-in-process			10,727		8,194
Finished goods			298,406		337,007
	Total	$	433,817	$	491,335

6. Earnings per share (EPS)

        Basic EPS computations are based on the weighted average number of common shares outstanding during the three month periods ended December 31, 2005 and 2004. Diluted EPS includes the dilutive effect of outstanding stock options, as if exercised. The following is a reconciliation between basic and diluted EPS:

			For the three months ended December 31,
			2005		2004
Numerator:
	Numerator for basic and diluted EPS—income available to common stockholders		$	22,920	$	29,893
Denominator:
	Denominator for basic EPS—weighted-average shares			67,193		67,070
	Effect of dilutive securities:
		Stock options		1,841		2,014
	Denominator for diluted EPS—weighted-average shares			69,034		69,084
Net EPS:
	Basic EPS		$	0.34	$	0.45
	Diluted EPS		$	0.33	$	0.43

7. Goodwill and Other Intangible Assets

        Goodwill represents the excess of purchase price over the fair value of identifiable net assets of companies acquired. Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). The Company tests goodwill annually as of September 30, the last day of its fourth fiscal quarter, of each year unless an event occurs that would cause the Company to believe the value is impaired at an interim date.

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        The changes in the carrying amount of goodwill by segment for the three month period ended December 31, 2005, are as follows:

	Wholesale / US Nutrition			European Retail			Direct Response/ Puritan's Pride		Consolidated
Balance at September 30, 2005	$	73,590		$	139,960		$	15,197	$	228,747
Purchase price settlements and adjustments		(1,647	)		—			—		(1,647	)
Foreign currency translation		(21	)		(3,812	)		—		(3,833	)
Balance at December 31, 2005	$	71,922		$	136,148		$	15,197	$	223,267

        The goodwill associated with the Solgar and SISU acquisitions are subject to revision as described in Note 2. Although management believes that the current allocation of the estimated purchase price is reasonable, the final allocation may differ significantly from the amounts reflected in the accompanying consolidated financial statements.

Changes in goodwill:

        The decrease in the Wholesale / US Nutrition segment's goodwill during the three months of fiscal 2006 primarily related to the Company receiving cash for a partial agreed upon reduction to the purchase price in connection with the preliminary net asset calculation with respect to the Solgar acquisition. The final net asset value has not yet been agreed upon between buyer and seller.

        Other definite lived intangibles are amortized on a straight-line basis over periods not exceeding 20 years. The carrying amount of acquired other intangible assets as of December 31, 2005 and September 30, 2005 is as follows:

		December 31, 2005				September 30, 2005
		Gross carrying amount		Accumulated amortization		Gross carrying amount		Accumulated amortization		Amortization period (years)
Definite lived intangible assets
Brands		$	94,419	$	9,788	$	94,565	$	8,608	20
Customer lists			61,948		29,270		61,963		28,299	2 - 15
Private label relationships			33,850		1,875		34,047		1,454	20
Trademarks and licenses			15,849		4,075		15,996		3,897	2 - 20
Covenants not to compete			2,777		2,605		2,777		2,565	3 - 5
			208,843		47,613		209,348		44,823
Indefinite lived intangible asset
Trademark			1,800		—		1,800		—
	Total intangible assets	$	210,643	$	47,613	$	211,148	$	44,823

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        Aggregate amortization expense of other definite lived intangible assets included in the Condensed Consolidated Statements of Income under the caption "Selling, general and administrative" expenses for the three months ended December 31, 2005 and 2004 was approximately $3,123 and $2,670, respectively.

Estimated amortization expense:

        Assuming no changes in the Company's other intangible assets, estimated amortization expense for each of the five succeeding fiscal years is as follows:

For the fiscal year ending September 30,
2006	$	12,485
2007	$	12,076
2008	$	11,933
2009	$	10,716
2010	$	10,637

8. Accrued Expenses and Other Current Liabilities

        The components of accrued expenses and other current liabilities are as follows:

	December 31, 2005		September 30, 2005
Accrued compensation and related taxes	$	26,045	$	28,153
Income taxes payable		15,862		9,110
Accrued purchases		11,548		13,683
Litigation		10,315		11,337
Other		55,049		58,204
	$	118,819	$	120,487

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9. Long-Term Debt

        Long-term debt consisted of the following:

			December 31, 2005		September 30, 2005
Senior debt:
	85/8% Senior subordinated notes, ("85/8% Notes") net of unamortized discount of $173 at September 30, 2005(a)		$	—	$	75,369
	71/8% Senior subordinated notes due 2015, ("71/8% Notes") net of unamortized discount of $1,732 at December 31, 2005 and $1,763 at September 30, 2005(b)			198,268		198,237
Mortgages:
	First mortgage payable in monthly principal and interest (7.375%) installments of $55, maturing May 2011			2,950		3,060
	First mortgage; interest at LIBOR plus 1.5%; (approximating 5.75% at December 31, 2005); payable in monthly principal and interest installments of $134; maturing August 2015(c)			12,662		12,878
Credit and Guarantee Agreement ("CGA")(d):
	Revolving Credit Facility, maturing July 2008			—		6,000
	Term loan C; interest at LIBOR plus applicable margin; (approximating 6.375% at December 31, 2005); maturing July 2009			92,811		138,163
	Term loan A; interest at LIBOR plus applicable margin; (approximating 5.875% at December 31, 2005); maturing August 2010			75,419		75,419
				382,110		509,126
		Less: current portion		7,816		80,922
		Total	$	374,294	$	428,204

(a)

At September 30, 2005, the 8⁵/8% Senior Subordinated Notes (the "8⁵/8% Notes") were unsecured and subordinated in right of payment for all existing and future indebtedness of the Company. On August 25, 2005, NBTY initiated a cash tender offer (the "Offer") for any and all of the 8⁵/8% Notes. On September 23, 2005, NBTY announced the expiration of the Offer with a total of $74,458 aggregate principal amount of 8⁵/8% Notes tendered, representing approximately 49.6% of the outstanding 8⁵/8% Notes. On September 23, 2005, NBTY issued a Call for Redemption of these 8⁵/8% Notes Due 2007 and accepted and paid for the $74,458 aggregate principal amount of 8⁵/8% Notes tendered. The redemption price was equal to $1,000 per $1,000 principal amount of the 8⁵/8% Notes validly tendered, plus accrued and unpaid interest to the redemption date. On October 24, 2005, the Company redeemed the remaining $75,542 aggregate principal amount of the 8⁵/8% Notes outstanding. On such date, the Company paid $706 representing the remaining accrued interest due to the 8⁵/8% Note holders and recorded a charge of $802 to interest expense in the Consolidated Statements of Income for the three months ended December 31, 2005 representing the unamortized portion of debt issuance costs of $629 and the unamortized bond discount of $173 associated with the original issuance.

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(b)

In September 2005, the Company issued 10-year 7¹/8% Senior Subordinated Notes due 2015 (the "7¹/8% Notes"). The 7¹/8% Notes are guaranteed by all of the Company's domestic subsidiaries except Solgar. These guarantees are full, unconditional and joint and several and unsecured and subordinated in right of payment for all existing and future indebtedness of the Company. The 7¹/8% Notes are subject to redemption, at the option of the Company, in whole or in part, at any time on or after October 1, 2010, and prior to maturity at certain fixed redemption prices plus accrued interest. In addition, on or prior to October 1, 2008, the Company may redeem in the aggregate up to 35% of the 7¹/8% Notes with the net cash proceeds received by the Company from certain types of equity offerings (as defined), at a redemption value equal to 107.125% of the principal amount plus accrued interest, provided that at least 65% of the aggregate principal amount of notes remain outstanding immediately after any such redemption. The notes do not have any sinking fund requirements. Interest is paid semi-annually on every April 1^st and October 1^st. In September 2005 the proceeds from this offering were utilized to pay down $44,581 of indebtedness under Term Loan A and $153 of indebtedness under Term Loan C (see (d) below).

(c)

The Company entered into a variable rate mortgage with JP Morgan Chase Bank on August 31, 2005 for a loan in the amount of $12,950 which is payable in monthly principal installments of $72 plus interest at LIBOR plus 1.5%. The mortgage matures on August 31, 2015, with the final payment of the then unpaid principal balance of approximately $4,317. On August 31, 2005, the Company entered into an interest rate swap agreement ("SWAP") to receive variable rate interest (LIBOR), and pay fixed rate interest (4.71%) which effectively converted the $12,950 mortgage to fixed rate debt. The Company entered into this SWAP as a cash flow hedge in order to fix its interest payments on the mortgage. The SWAP, which expires August 2015 is amortizing so that the notional amount of the SWAP will decrease in tandem with the scheduled principal payments on the mortgage. See below for further discussion of such agreement.

(d)

On August 1, 2005, in connection with the Company's acquisition of Solgar®, the Company amended and restated its existing credit agreement by adding a new Term Loan A of $120,000 and increasing its existing Revolving Credit Facility from $100,000 to $125,000. In September 2005, Term Loan A was permanently reduced from $120,000 to $75,419 (see (b) above). During the three months ended December 31, 2005 the Company made scheduled principal payments of $352 and unscheduled early principal payments of $45,000 which reduced the Term Loan C facility from $138,163 to $92,811. Interest rates charged on borrowings can vary depending on the interest rate option utilized. Options for the rate can either be the Alternate Base Rate or LIBOR plus applicable margin. At December 31, 2005 and September 30, 2005, the borrowing rate for Term Loan C approximated 6.375% and 5.875%, respectively. At December 31, 2005 and September 30, 2005, the borrowing rate for Term Loan A approximated 5.875% and 5.25%, respectively. The Company is required to pay a commitment fee, which varies between .25% and .50% per annum, depending on the Company's ratio of consolidated indebtedness to consolidated Adjusted EBITDA, on any unused portion of the revolving credit facility. According to the CGA, Adjusted EBITDA is defined as net income, excluding the aggregate amount of all non-cash losses reducing net income, plus interest, taxes, depreciation and amortization. Term Loan C requires the

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Company to make quarterly principal installments of approximately $226 thru June 30, 2008 and requires the last four quarterly principal installments to be balloon payments of approximately $22,636 beginning September 30, 2008. Term loan A requires the Company to make quarterly principal installments of approximately $2,828 beginning September 30, 2006 and requires the last four quarterly principal installments to be balloon payments of approximately $10,370 beginning September 30, 2009. The current portion of Term Loan C and Term Loan A at December 31, 2005 was $836 and $5,656, respectively. The scheduled maturities are as follows: Revolving Credit Facility—July 24, 2008, Term Loan C—July 24, 2009, and Term Loan A—August 1, 2010. Virtually all of the Company's assets are collateralized under the amended and restated CGA. Under the CGA, the Company is obligated to maintain various financial ratios and covenants that are typical for such facilities.

SWAP Agreement:

        The interest rate swap agreement is a contract to exchange a floating rate for a fixed rate interest payment over the life of the agreement without the exchange of the underlying notional amount. The notional amount of the interest rate swap agreement is used to measure interest to be paid or received and does not represent the amount of exposure to fluctuations in the fair value of debt. The differential paid or received on the interest rate swap agreement is recognized as an adjustment to interest. The Company does not use derivative financial instruments for trading purposes. The Company records the fair value change in the value of the SWAP through Other Comprehensive Income ("OCI"), net of tax. At December 31, 2005, the SWAP liability was $59.

Other:

        The Company's credit arrangements, generally the indenture governing the 7¹/8% Notes ("Indenture") and the CGA, impose certain restrictions on the Company regarding capital expenditures and limit the Company's ability to do any of the following: incur additional indebtedness, dispose of assets, make repayments of indebtedness or amendments of debt instruments, pay dividends or distributions, create liens on assets and enter into sale and leaseback transactions, investments, loans or advances and acquisitions. Such restrictions are subject to certain limitations and exclusions. Please refer to the Company's 2005 Form 10-K as well as the audited financial information included elsewhere in this prospectus for further discussion of the Company's dividend restrictions.

        In addition, a default under certain covenants in the Indenture and the CGA, respectively, could result in the acceleration of the Company's payment obligations under the CGA and the Indenture, as the case may be, and, under certain circumstances, in cross-defaults under other debt obligations. These defaults may have a negative effect on the Company's liquidity.

        The fair value of the Company's long-term debt at December 31, 2005, based on current market rates, approximates the amounts disclosed above.

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10. Income Taxes

        The Company's income tax expense is impacted by a number of factors, including federal taxes, its international tax structure, state tax rates in the jurisdictions where the Company conducts business, and the Company's ability to utilize state tax credits that will begin to expire in 2013. Therefore, the Company's overall effective income tax rate could vary as a result of these factors. The effective income tax rate for the three months ended December 31, 2005 was 25.3%, compared to 34.2% in the fiscal first quarter ended December 31, 2004. The decline in the rate was mainly attributable to the impact of a provision in the American Jobs Creation Act of 2004 which relates to the Foreign Earnings Repatriation which will only impact future quarters beginning this fiscal year ending 2006. The Company has estimated and recorded an incremental benefit of $2,119 (or 6.9% benefit) for the quarter ended December 31, 2005, based on the results for the quarter. Because the actual benefit will be based on full year's results, the Company will continue to monitor the expected tax impact of the FER provision, and adjust each quarter, as necessary. The effective income tax rates are generally less than the U.S. federal statutory tax rate, primarily due to the enhanced structure of foreign subsidiaries which could also continue to impact future fiscal quarters as well as the impact of a provision of the American Jobs Creation Act of 2004 related to Foreign Earnings Repatriation which should only impact future quarters during fiscal year 2006.

11. Impairments, Assets Held for Sale and Gain on Sale of Business Assets

Impairment of Long-Lived Assets:

        Under Statement of Financial Accounting Standards No. 144 (SFAS 144), "Accounting for the Impairment or Disposal of Long-Lived Assets," management considers a history of cash flow losses on a store by store basis to be its primary indicator of potential impairment. Carrying values are reviewed for impairment when events or changes in circumstances indicate that the assets' carrying values may not be recoverable from the estimated future cash flows. The estimated future undiscounted cash flows associated with the asset would be compared to the asset's carrying amount to determine if a write down to a new depreciable basis is required. If required, an impairment charge is recorded based on an estimate of future discounted cash flows.

        During the three months ended December 31, 2005, the Company evaluated certain stores, after having reached a certain maturity, since they were sustaining operating losses which triggered an impairment review under the provisions of SFAS 144. During the current fiscal quarter ended December 31, 2005 the Company recognized impairment charges of $2,125 on assets to be held and used. The impairment charges related primarily to leasehold improvements and furniture and fixtures for North American Retail operations and were included in the Consolidated Statements of Income under the caption "Selling, general and administrative" expenses for the three months ended December 31, 2005.

Assets Held for Sale:

        In December 2004, the Company entered into a contract with a real estate broker to facilitate the sale of the corporate building acquired in the 2003 Rexall acquisition at less than its carrying value of $10,508. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company recorded an impairment charge to reduce the carrying value of the asset by

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$1,258. Such amount was charged to operations and is included in selling, general and administrative expenses for the three months ended December 31, 2004.

Gain on Sale of Business Assets:

        In December 2004, the Company sold certain business assets of Food Supplement Corporation ("FSC"), a Manchester, U.K. based wholesale operation which included products sold to health food stores and pharmacies. In connection with the sale, proceeds of $5,766 were received and a $1,999 gain was realized and included in selling, general and administrative expenses for the three months ended December 31, 2004.

12. Employee Benefits Plans

        The Company maintains defined contribution plans which collectively cover substantially all full-time U.S. based employees. The defined contribution plans are funded through employer contributions to the Employee Stock Ownership Plan and through employees' contributions and employer's matching contributions to the 401(k) plan. The accompanying financial statements reflect contributions to these plans in the approximate amount of $668 and $1,170 for the three months ended December 31, 2005 and 2004, respectively.

        Certain international subsidiaries of the Company (mainly in the U.K.) have company sponsored defined contribution plans to comply with local statutes and practices. The accompanying financial statements reflect contributions to these plans by such subsidiaries in the approximate amount of $259 and $364 for the three months ended December 31, 2005 and 2004, respectively.

13. Segment Information

        The Company is organized by sales segments on a worldwide basis. The Company's management reporting system evaluates performance based on a number of factors; however, the primary measures of performance are the net sales and income or loss from operations (prior to corporate allocations) of each segment, as this is the key performance indicator reviewed by the chief operating decision maker. Operating income or loss for each segment does not include corporate general and administrative expenses, interest expense and other miscellaneous income/expense items. Corporate general and administrative expenses include, but are not limited to: human resources, legal, finance, IT, and various other corporate level activity related expenses. Such unallocated expenses remain within corporate. Corporate also includes the manufacturing assets of the Company and, accordingly, items associated with these activities remain unallocated in the corporate segment. The European Retail operation does not include the impact of any intercompany transfer pricing. The accounting policies of all of the operating segments are the same as those described in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in the 2005 Form 10-K as well as the audited financial information included elsewhere in this prospectus.

        The Company reports four segments: Wholesale / US Nutrition; North American Retail; European Retail; and Direct Response/Puritan's Pride. All of the Company's products fall into one of these four segments. The Wholesale / US Nutrition segment is comprised of several divisions, each targeting

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specific market groups which include wholesalers, distributors, chains, pharmacies, health food stores, bulk and international customers. The North American Retail segment generates revenue through its 524 owned and operated Vitamin World stores selling proprietary brand and third-party products and through its recently acquired Canadian operation of 97 Company-operated Le Naturiste stores and 4 franchised Le Naturiste stores. The European Retail segment generates revenue through its 588 Company-operated stores and 22 franchise stores. Such revenue consists of sales of proprietary brand and third-party products as well as franchise fees. The Direct Response/Puritan's Pride segment generates revenue through the sale of proprietary brand and third-party products primarily through mail order catalog and the Internet. Catalogs are strategically mailed to customers who order by mail, internet, or by phoning customer service representatives in New York, Illinois or the United Kingdom.

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        The following table represents key financial information of the Company's business segments:

		For the three months ended December 31,
		2005			2004
Wholesale / US Nutrition:
	Net sales	$	224,239		$	179,618
	Income from operations	$	23,981		$	23,722
	Depreciation and amortization	$	2,554		$	2,493
	Capital expenditures	$	965		$	221
Retail:
	North America
	Net sales	$	58,442		$	53,384
	Loss from operations	$	(3,392	)	$	(3,134	)
	Depreciation and amortization	$	1,473		$	1,772
	Capital expenditures	$	896		$	1,306
	Locations open at end of period		625			560
	Europe
	Net sales	$	139,566		$	141,907
	Income from operations	$	35,788		$	40,268
	Depreciation and amortization	$	2,658		$	3,334
	Capital expenditures	$	897		$	2,827
	Locations open at end of period		610			603
Direct Response/Puritan's Pride:
	Net sales	$	33,023		$	45,360
	Income from operations	$	6,628		$	13,877
	Depreciation and amortization	$	1,255		$	1,289
	Capital expenditures	$	272		$	117
Corporate / Manufacturing:
	Corporate expenses	$	(24,499	)	$	(25,603	)
	Depreciation and amortization—manufacturing	$	4,331		$	4,011
	Depreciation and amortization—other	$	1,873		$	1,716
	Capital expenditures—manufacturing	$	5,961		$	5,539
	Capital expenditures—other	$	497		$	1,336
Consolidated totals:
	Net sales	$	455,270		$	420,269
	Income from operations	$	38,506		$	49,130
	Depreciation and amortization	$	14,144		$	14,615
	Capital expenditures	$	9,488		$	11,346

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			For the three months ended December 31,
			2005		2004
Net sales by location of customer
	United States		$	275,566	$	261,304
	United Kingdom			133,539		128,657
	Holland			11,964		12,560
	Ireland			3,882		3,751
	Canada			8,523		288
	Other foreign countries			21,796		13,709
		Consolidated totals	$	455,270	$	420,269

        The Company's assets by segment are as follows:

		December 31, 2005		September 30, 2005
Wholesale / US Nutrition		$	519,208	$	549,631
North American Retail / Vitamin World			52,674		55,304
European Retail / Holland & Barrett / GNC (UK)			345,773		335,640
Direct Response / Puritan's Pride			70,147		69,269
Corporate / Manufacturing			379,926		472,458
	Consolidated totals	$	1,367,728	$	1,482,302

        Approximately 35% and 34% of the Company's net sales during the three months ended December 31, 2005 and 2004, respectively, were primarily denominated in currencies other than U.S. dollars, principally British Pounds, Euros and Canadian dollars. A significant weakening of such currencies versus the U.S. dollar could have a material adverse effect on the Company.

        Foreign subsidiaries accounted for the following percentages of total assets and total liabilities:

	December 31, 2005		September 30, 2005
Total Assets	29	%	26	%
Total Liabilities	12	%	10	%

14. Related Party Transactions

        An entity owned by a relative of a director and the Chief Executive Officer received sales commissions from the Company of $163 and $202 for the three months ended December 31, 2005 and 2004, respectively.

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15. Litigation

Prohormone products

New York Action

        On July 25, 2002, a putative class-action lawsuit was filed against Vitamin World, Inc., alleging that Vitamin World engaged in deceptive trade practices and false advertising with respect to the sale of certain prohormone supplements and that plaintiffs were therefore entitled to equitable and monetary relief pursuant to the New York General Business Law. Similar complaints were filed against other companies in the vitamin and nutritional supplement industry. The Court has not yet certified a class. Vitamin World has filed a pending motion for summary judgment seeking the dismissal of all claims and an opposition to plaintiff's motion for class certification. The Company has defended vigorously this action. Until the Court rules on these pending motions, no determination can be made at this time as to its likely final outcome, nor can its materiality be accurately ascertained.

California Action

        On July 25, 2002, a putative consumer class-action lawsuit was filed in California state court against Met-Rx USA, Inc., a subsidiary of Rexall Sundown ("Met-Rx"), claiming that the advertising and marketing of certain prohormone supplements were false and misleading, or alternatively, that the prohormone products contained ingredients that were controlled substances under California law. Plaintiffs seek equitable and monetary relief. On June 18, 2004, this case was consolidated with several other class-action cases brought against other companies relating to the sale of products containing androstenediol, one of the prohormones contained in the Met-Rx products. The consolidated proceedings have been assigned to a coordination judge for further pretrial proceedings. No trial date has been set. The Court has not yet certified a class and the matter is currently in discovery. The Company has defended vigorously against the claims asserted. Because this action is still in the early stages, no determination can be made at this time as to its final outcome, nor can its materiality be accurately ascertained.

New Jersey Action

        In March 2004, a putative class-action lawsuit was filed in New Jersey against Met-Rx, claiming that the advertising and marketing of certain prohormone supplements were false and misleading and that plaintiff and the putative class of New Jersey purchasers of these products were entitled to damages and injunctive relief. Because these allegations are virtually identical to allegations made in a putative nationwide class-action previously filed in California, the Company moved to dismiss or stay the New Jersey action pending the outcome of the California action. The motion was granted, and the New Jersey action is stayed at this time.

Florida Action

        In July 2002, a putative class-action lawsuit was filed in Florida against MET-Rx, claiming that the advertising and marketing of certain prohormone supplements were false and misleading, that the products were ineffective, and alternatively, that the products were anabolic steroids whose sale violated Florida law. Plaintiff seeks equitable and monetary relief. This case has been largely inactive since its

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filing. No determination can be made at this time as to its final outcome, nor can its materiality be accurately ascertained.

Nutrition Bars

        Rexall and certain of its subsidiaries are defendants in a class-action lawsuit brought in 2002 on behalf of all California consumers who bought various nutrition bars. Plaintiffs allege misbranding of nutrition bars and violations of California unfair competition statutes, misleading advertising and other similar causes of action. Plaintiffs seek restitution, legal fees and injunctive relief. The Company has defended vigorously this action. The Court vacated the January 6, 2006 status conference and set a further conference for July 7, 2006. Until that time, the case is stayed for all purposes. Based upon the information available at this time, the Company believes that its accrual is adequate for the exposure in the nutrition bar litigation. However, no determination can be made at this time as to the final outcome of this case, nor can its materiality be accurately ascertained.

Shareholder Litigation

        During the period from June 24, 2004 through September 3, 2004, six separate shareholder class-actions were filed against the Company and certain of its officers and directors in the U.S. District Court for the Eastern District of New York, on behalf of shareholders who purchased shares of the Company's common stock between February 9, 2004 and July 22, 2004 (the potential "Class Period"). The actions allege that the Company failed to disclose material facts during the Class Period that resulted in a decline in the price of its stock after June 16, 2004 and July 22, 2004, respectively. The Court consolidated the six class-actions in March 2005 and appointed lead plaintiffs and counsel. The lead plaintiffs filed a consolidated amended complaint alleging an amended class period from November 10, 2003 to July 22, 2004. Along with the officers and directors, the Company has filed a motion to dismiss the action.

        In addition to the shareholder class-actions, two shareholder derivative actions were filed in the Eastern District of New York, on July 9, 2004 and August 26, 2004, respectively, against certain of the Company's officers and directors, and the Company is named as a nominal defendant. The two derivative actions, which have been consolidated, are predicated upon the allegations set forth in the shareholder class-actions and allege improper sales of the Company's shares by certain officers and directors. On December 27, 2004, the District Court granted the Company's motion to dismiss this complaint. The plaintiffs have filed an appeal. The Second Circuit Court of Appeal affirmed the dismissal on December 20, 2005.

        An additional shareholder derivative action was filed on October 7, 2004 in the Supreme Court of the State of New York, Suffolk County, alleging breaches of fiduciary duties by the Company's individual directors and officers, and the Company is named as a nominal defendant. The derivative claims are predicated upon the same allegations as in the Eastern District consolidated derivative action and upon claims arising from the Company's acquisition of Rexall Sundown, Inc. in July 2003. The New York derivative action is currently stayed by agreement of the parties. The Company, its named officers and its directors intend to file a motion to dismiss or further stay the New York derivative action at the appropriate procedural time.

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        Also, a purported shareholder of the Company delivered a demand that the Company's board of directors commence a civil action against certain of the Company's officers and directors based on certain of the allegations described above. The Company's board of directors, based on the investigation and recommendation of a special committee of the Board, determined not to commence any such lawsuit. On or about April 28, 2005, a second state court derivative action was filed in the Supreme Court of the State of New York, Suffolk County, by this purported shareholder alleging wrongful rejection of his demand and breaches of fiduciary duties by some of the Company's individual directors and officers, and the Company is named as a nominal defendant. This derivative complaint is predicated upon the same allegations as the dismissed Eastern District consolidated derivative action. This derivative action is currently stayed by agreement of the parties. Along with the named officers and directors, the Company intends to file a motion to dismiss or further stay this derivative action at the appropriate procedural time.

        The Company and its named officers and directors believe that these suits are without merit and intend to defend vigorously these actions. Given the early stages of the proceedings, however, no determination can be made at this time as to the final outcome of these actions, nor can their materiality be accurately ascertained. The Company maintains policies of directors' and officers' professional liability insurance.

        In addition to the foregoing, other regulatory inquiries, claims, suits and complaints (including product liability claims) arise in the ordinary course of the Company's business. The Company believes that such other inquiries, claims, suits and complaints would not have a material adverse effect on the Company's consolidated financial condition or results of operations, if adversely determined against the Company.

16. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes

        The Company issued $200,000 aggregate principal amount of 7¹/8% Senior Subordinated Notes due 2015 (the "7¹/8% Notes"). The 7¹/8% Notes are guaranteed by all of the Company's domestic subsidiaries except Solgar. These guarantees are full, unconditional and joint and several. The following condensed consolidating financial information presents:

(1)

Condensed consolidating financial statements as of December 31, 2005 and September 30, 2005 and for the three months ended December 31, 2005 and 2004 of (a) NBTY Inc., the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis, and



(2)

Elimination entries necessary to consolidate NBTY Inc., the parent, with guarantor and non-guarantor subsidiaries.

        The condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company's share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany

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balances and transactions. This financial information should be read in conjunction with the consolidated financial statements and other notes related thereto.

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2005

			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	6,027		$	(4,671	)	$	68,502		$	—		$	69,858
	Accounts receivable			—			72,288			18,764			(5,424	)		85,628
	Intercompany			(542,671	)		94,208			448,463			—			—
	Inventories			—			336,867			99,523			(2,573	)		433,817
	Deferred income taxes			—			23,630			19			—			23,649
	Prepaid expenses and other current assets			—			20,474			20,148			—			40,622
		Total current assets		(536,644	)		542,796			655,419			(7,997	)		653,574
Property, plant and equipment, net				39,839			192,415			79,833			—			312,087
Goodwill				—			77,810			145,457			—			223,267
Other intangible assets, net				—			113,129			49,901			—			163,030
Other assets				—			15,742			28			—			15,770
Note Receivable—Intercompany				343,760			—			—			(343,760	)		—
Investments in subsidiaries				1,284,113			—			—			(1,284,113	)		—
		Total assets	$	1,131,068		$	941,892		$	930,638		$	(1,635,870	)	$	1,367,728
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	7,816		$	—		$	—		$	—		$	7,816
	Accounts payable						31,633			39,305			—			70,938
	Accrued expenses and other current liabilities			5,128			76,680			42,435			(5,424	)		118,819
		Total current liabilities		12,944			108,313			81,740			(5,424	)		197,573
Long-term debt				374,294			—			343,760			(343,760	)		374,294
Deferred income taxes				8,703			44,545			1,767			—			55,015
Other liabilities				1,189			3,443			2,276			—			6,908
		Total liabilities		397,130			156,301			429,543			(349,184	)		633,790
Commitments and contingencies
Stockholders' equity:
	Common stock			537			—			—			—			537
	Capital in excess of par			138,690			352,019			301,272			(653,291	)		138,690
	Retained earnings			582,195			433,572			209,537			(643,109	)		582,195
	Accumulated other comprehensive income			12,516			—			(9,714	)		9,714			12,516
		Total stockholders' equity		733,938			785,591			501,095			(1,286,686	)		733,938
Total liabilities and stockholders' equity			$	1,131,068		$	941,892		$	930,638		$	(1,635,870	)	$	1,367,728

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NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2005

			Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
	Cash and cash equivalents		$	28,028		$	(2,085	)	$	41,339		$	—		$	67,282
	Investments			39,900			—			—			—			39,900
	Accounts receivable			—			54,241			18,985			—			73,226
	Intercompany			(477,810	)		40,242			437,568			—			—
	Inventories			—			386,503			107,771			(2,939	)		491,335
	Deferred income taxes			—			23,630			15			—			23,645
	Prepaid expenses and other current assets			—			28,694			25,775			—			54,469
		Total current assets		(409,882	)		531,225			631,453			(2,939	)		749,857
Property, plant and equipment, net				41,053			195,582			83,893			—			320,528
Goodwill				—			77,879			150,868			—			228,747
Other intangible assets, net				—			115,254			51,071			—			166,325
Other assets				—			16,816			29			—			16,845
Note Receivable—Intercompany				353,920			—			—			(353,920	)		—
Investments in subsidiaries				1,244,402			—			—			(1,244,402	)		—
		Total assets	$	1,229,493		$	936,756		$	917,314		$	(1,601,261	)	$	1,482,302
Liabilities and Stockholders' Equity
Current liabilities:
	Current portion of long-term debt		$	80,922		$	—		$	—		$	—		$	80,922
	Accounts payable			—			36,522			36,198			—			72,720
	Accrued expenses and other current liabilities			(8,790	)		83,680			45,597			—			120,487
		Total current liabilities		72,132			120,202			81,795			—			274,129
Long-term debt				428,204			—			353,920			(353,920	)		428,204
Deferred income taxes				11,890			43,384			1,818			—			57,092
Other liabilities				1,212			3,505			2,105			—			6,822
		Total liabilities		513,438			167,091			439,638			(353,920	)		766,247
Commitments and contingencies
Stockholders' equity:
	Common stock			537			—			—			—			537
	Capital in excess of par			138,657			352,019			301,272			(653,291	)		138,657
	Retained earnings			559,275			417,646			188,021			(605,667	)		559,275
	Accumulated other comprehensive income			17,586			—			(11,617	)		11,617			17,586
		Total stockholders' equity		716,055			769,665			477,676			(1,247,341	)		716,055
Total liabilities and stockholders' equity			$	1,229,493		$	936,756		$	917,314		$	(1,601,261	)	$	1,482,302

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NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED DECEMBER 31, 2005

		Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	290,809	$	174,966		$	(10,505	)	$	455,270
	Costs and expenses:
	Cost of sales		—			179,273		77,181			(10,505	)		245,949
	Advertising, promotion and catalog		—			20,952		4,208			—			25,160
	Selling, general and administrative		21,406			66,511		57,738			—			145,655
			21,406			266,736		139,127			(10,505	)		416,764
Income from operations			(21,406	)		24,073		35,839			—			38,506
Other income (expense):
	Equity in income of subsidiaries		37,442			—		—			(37,442	)		—
	Intercompany interest		5,519			—		(5,519	)		—			—
	Interest		(8,992	)		—		—			—			(8,992	)
	Miscellaneous, net		304			428		417			—			1,149
			34,273			428		(5,102	)		(37,442	)		(7,843	)
Income before provision for income taxes			12,867			24,501		30,737			(37,442	)		30,663
(Benefit)\provision for income taxes			(10,053	)		8,575		9,221			—			7,743
Net income		$	22,920		$	15,926	$	21,516		$	(37,442	)	$	22,920

F-90

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED DECEMBER 31, 2004

		Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales		$	—		$	295,022	$	144,683		$	(19,436	)	$	420,269
	Costs and expenses:
	Cost of sales		—			174,289		57,101			(19,436	)		211,954
	Advertising, promotion and catalog		—			18,395		2,388			—			20,783
	Selling, general and administrative		22,168			69,298		46,936			—			138,402
			22,168			261,982		106,425			(19,436	)		371,139
Income from operations			(22,168	)		33,040		38,258			—			49,130
Other income (expense):
	Equity in income of subsidiaries		45,050			—		—			(45,050	)		—
	Intercompany interest		6,297			—		(6,297	)		—			—
	Interest		(5,697	)		—		5			—			(5,692	)
	Miscellaneous, net		245			504		1,242			—			1,991
			45,895			504		(5,050	)		(45,050	)		(3,701	)
Income before provision for income taxes			23,727			33,544		33,208			(45,050	)		45,429
(Benefit)\provision for income taxes			(6,166	)		11,740		9,962			—			15,536
Net income		$	29,893		$	21,804	$	23,246		$	(45,050	)	$	29,893

F-91

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED DECEMBER 31, 2005

					Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income				$	22,920		$	15,926		$	21,516		$	(37,442	)	$	22,920
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
		Equity in earnings of subsidiaries				(37,442	)		—			—			37,442			—
		Provision relating to impairments and disposals of property, plant and equipment				—			2,281			—			—			2,281
		Depreciation and amortization				1,873			8,185			4,086			—			14,144
		Foreign currency transaction loss/(gain)				95			(74	)		255			—			276
		Amortization and write off of deferred financing costs				1,554			—			—			—			1,554
		Amortization and write off of bond discount				204			—			—			—			204
		Provision for doubtful accounts				—			192			63			—			255
		Inventory reserves				—			2,708			75			—			2,783
		Deferred income taxes				20			840			301			—			1,161
		Changes in operating assets and liabilities:
			Accounts receivable			—			(17,164	)		(142	)		5,424			(11,882	)
			Inventories			—			46,508			6,242			—			52,750
			Prepaid expenses and other current assets			—			5,056			5,000			—			10,056
			Other assets			—			2			—			—			2
			Accounts payable			—			(2,473	)		5,356			—			2,883
			Accrued expenses and other liabilities			13,895			(5,562	)		(2,684	)		(5,424	)		225
				Net cash provided by operating activities		3,119			56,425			40,068			—			99,612
Cash flows from investing activities:
	Intercompany accounts					61,009			(51,291	)		(9,718	)		—			—
	Purchase of property, plant and equipment					(407	)		(7,720	)		(1,361	)		—			(9,488	)
	Proceeds from sale of property, plant and equipment					—			—			41			—			41
	Proceeds from sale of available-for-sale marketable securities					39,900			—			—			—			39,900
	Purchase price dispute settlements, net					1,586			—			—			—			1,586
	Purchase of intangible assets					—			—			(228	)		—			(228	)
				Net cash provided by (used in) investing activities		102,088			(59,011	)		(11,266	)		—			31,811
Cash flows from financing activities:
		Principal payments under long-term debt agreements				(121,220	)		—			—			—			(121,220	)
		Principal payments under the Revolving Credit Facility				(6,000	)		—			—			—			(6,000	)
		Tax benefit from exercise of stock options				15			—			—			—			15
		Proceeds from stock options exercised				18			—			—			—			18
				Net cash used in financing activities		(127,187	)		—			—			—			(127,187	)
	Effect of exchange rate changes on cash and cash equivalents					(21	)		—			(1,639	)		—			(1,660	)
	Net (decrease) increase in cash and cash equivalents					(22,001	)		(2,586	)		27,163			—			2,576
	Cash and cash equivalents at beginning of the period					28,028			(2,085	)		41,339			—			67,282
	Cash and cash equivalents at end of the period				$	6,027		$	(4,671	)	$	68,502		$	—		$	69,858

F-92

NBTY, INC. and SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THREE MONTHS ENDED DECEMBER 31, 2004

				Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
	Net income			$	29,893		$	21,804		$	23,246		$	(45,050	)	$	29,893
	Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
	Equity in earnings of subsidiaries				(45,050	)		—			—			45,050			—
	Provision (gain) relating to impairments and disposals of property, plant and equipment				(10	)		35			—			—			25
	Depreciation and amortization				1,706			9,527			3,382			—			14,615
	Foreign currency transaction gain				(193	)		(205	)		(517	)		—			(915	)
	Amortization of deferred financing costs				568			—			—			—			568
	Amortization of bond discount				44			—			—			—			44
	Compensation expense for ESOP				821			—			—			—			821
	Impairment on asset held for sale				—			1,258			—			—			1,258
	Gain on sale of business assets				—			556			(2,555	)		—			(1,999	)
	Recovery of allowance for doubtful accounts				—			(371	)		—			—			(371	)
	Inventory reserves				—			389			—			—			389
	Deferred income taxes				(308	)		2,614			25			—			2,331
	Changes in operating assets and liabilities:
		Accounts receivable			—			3,341			1,825			6,354			11,520
		Inventories			—			(21,346	)		(11,396	)		—			(32,742	)
		Prepaid expenses and other current assets			—			3,173			4,678			—			7,851
		Other assets			—			301			—			—			301
		Accounts payable			—			4,039			(2,636	)		—			1,403
		Accrued expenses and other liabilities			10,322			4,573			(6,630	)		(6,354	)		1,911
			Net cash (used in) provided by operating activities		(2,207	)		29,688			9,422			—			36,903
Cash flows from investing activities:
	Intercompany accounts				(2,563	)		(20,900	)		23,463			—			—
	Purchase of property, plant and equipment				(1,868	)		(6,650	)		(2,828	)		—			(11,346	)
	Proceeds from sale of property, plant and equipment				10			40			—			—			50
	Proceeds from sale of business assets				—			—			5,766			—			5,766
			Net cash (used in) provided by investing activities		(4,421	)		(27,510	)		26,401			—			(5,530	)
Cash flows from financing activities:
	Principal payments under long-term debt agreements				(1,711	)		—			—			—			(1,711	)
			Net cash used in financing activities		(1,711	)		—			—			—			(1,711	)
Effect of exchange rate changes on cash and cash equivalents					408			—			1,979			—			2,387
Net (decrease) increase in cash and cash equivalents					(7,931	)		2,178			37,802			—			32,049
Cash and cash equivalents at beginning of the period					13,213			(6,953	)		15,491			—			21,751
Cash and cash equivalents at end of the period				$	5,282		$	(4,775	)	$	53,293		$	—		$	53,800

F-93

SCHEDULE II
NBTY, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
For the years ended September 30, 2005, 2004 and 2003

Column A		Column B		Column C					Column D			Column E
				Additions
Description		Balance at beginning of period		Charged to costs and expenses		Charged to other accounts			Deductions			Balance at end of period
		(Dollars in thousands)
Fiscal year ended September 30, 2005:
	Inventory reserves	$	17,562	$	9,500	$	—		$	(13,106	)	$	13,956
	Allowance for doubtful accounts	$	9,389	$	182	$	—		$	(416	)(a)	$	9,155
	Promotional program incentive accrual	$	37,495	$	142,999	$	383	(e)	$	(137,040	)	$	43,837
	Sales Returns and Allowances	$	9,108	$	45,444	$	143	(e)	$	(39,079	)(d)	$	15,616
	Valuation allowance for deferred tax assets	$	6,614	$	1,648	$	1,133	(e)	$	(150	)	$	9,245
Fiscal year ended September 30, 2004:
	Inventory reserves	$	4,648	$	16,070	$	—		$	(3,156	)	$	17,562
	Allowance for doubtful accounts	$	7,100	$	3,074	$	—		$	(785	)(a)	$	9,389
	Promotional program incentive accrual	$	23,185	$	72,666	$	—		$	(58,356	)	$	37,495
	Sales Returns and Allowances	$	7,313	$	42,041	$	—		$	(40,246	)(d)	$	9,108
	Valuation allowance for deferred tax assets	$	5,452	$	2,269	$	—		$	(1,107	)	$	6,614
Fiscal year ended September 30, 2003:
	Inventory reserves	$	2,540	$	2,108	$	—		$	—		$	4,648
	Allowance for doubtful accounts	$	4,194	$	2,970	$	—		$	(64	)(a)	$	7,100
	Promotional program incentive accrual	$	3,549	$	15,138	$	18,761	(c)	$	(14,263	)	$	23,185
	Sales Returns and Allowances	$	983	$	7,932	$	9,467	(c)	$	(11,069	)(d)	$	7,313
	Valuation allowance for deferred tax assets	$	13,727	$	—	$	—		$	(8,275	)(b)	$	5,452

(a)

Uncollectibe accounts written off.

(b)

Utilization of foreign tax credits.

(c)

Represents the opening balance sheet reserves for sales returns and promotional program incentives from the Rexall acquisition.

(d)

Represents actual product returns.

(e)

Represents the opening balance sheet reserves and allowances from the Le Naturiste, SISU and Solgar acquisitions.

S-1

NBTY, Inc.

OFFER TO EXCHANGE

$200,000,000 principal amount outstanding
7¹/8% Senior Subordinated Notes due 2015
that have been registered under the Securities Act of 1933
for any and all outstanding 7¹/8% Senior Subordinated Notes due 2015

PROSPECTUS

                        , 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Applicable Laws of Delaware

        NBTY, Inc., the issuer of the notes, is incorporated under the laws of Delaware. Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify officers, directors, employees and agents of the corporation ("person") against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement that are actually and reasonably incurred by them in connection with any specified acts, suits or proceedings whether civil, criminal, administrative or investigative, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, if they had no reasonable cause to believe that their conduct was unlawful.

        Section 145(b) of the DGCL provides that the corporation may indemnify a person who is a party to any proceeding by or in the right of the corporation against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of such action. Indemnification shall not be made where such person has been found liable to the corporation unless and only to the extent a court determines that such person is fairly and reasonably entitled to indemnity for such expenses.

        Under Section 145(c) of the DGCL, a corporation shall indemnify a person that has been successful on the merits or otherwise in defense of any proceeding described in the preceding paragraphs, or in defense of any claim, issue or matter therein. Such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        The right to indemnification and to receive payment of expenses incurred under the DGCL is not exclusive of other indemnification that may be granted by any by-law, agreement, vote of stockholders or disinterested directors or otherwise.

        As permitted by the DGCL, NBTY, Inc. has provided in its certificate of incorporation for the indemnification to the full extent permitted by Section 145 of the DGCL of the persons whom may be indemnified pursuant thereto. Further, NBTY, Inc. has provided in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omission not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

        The directors and officers of NBTY, Inc. are covered by directors' and officers' insurance policies maintained by NBTY, Inc.

Item 21. Exhibits and Financial Statement Schedules

        (a)   Exhibits

Exhibit No.	Document Description
3.1	Restated Certificate of Incorporation of NBTY, Inc.(1)
3.2	Amended and Restated By-laws of NBTY, Inc.(2)
3.3	Articles of Incorporation of American Health, Inc.*

II-1

3.4	By-laws of American Health, Inc.*
3.5	Articles of incorporation of Arco Pharmaceuticals, Inc.*
3.6	By-laws of Arco Pharmaceuticals, Inc.*
3.7	Certificate of Incorporation of Arthritis Research Corp.*
3.8	By-laws of Arthritis Research Corp.*
3.9	Articles of Organization of Biosmart Direct Sales, LLC.*
3.10	Operating Agreement of Biosmart Direct Sales, LLC.*
3.11	Certificate of Incorporation of De Tuinen Ltd.*
3.12	By-laws of De Tuinen Ltd.*
3.13	Certificate of Incorporation of Diabetes American Research Corp.*
3.14	By-laws of Diabetes American Research Corp.*
3.15	Certificate of Incorporation of Dynamic Essentials (DE), Inc.*
3.16	By-laws of Dynamic Essentials (DE), Inc.*
3.17	Certificate of Amendment of the Articles of Organization of Eurolean Research, LLC and Articles of Organization of Eurolean Research, LLC.*
3.18	Limited Liability Company Agreement of Eurolean Research LLC.*
3.19	Certificate of Incorporation of Food Systems, Inc.*
3.20	By-laws of Food Systems, Inc.*
3.21	Certificate of Amendment of Certificate of Incorporation of Good 'N Natural Manufacturing Corp. and Certificate of Incorporation of Good 'N Natural Manufacturing Corp.*
3.22	By-laws of Good 'N Natural Manufacturing Corp.*
3.23	Certificate of Incorporation of Healthwatchers (DE), Inc.*
3.24	By-laws of Healthwatchers (DE), Inc.*
3.25	Certificate of Incorporation of Holland & Barrett, Ltd.*
3.26	By-laws of Holland & Barrett, Ltd.*
3.27	Amended and Restated Certificate of Incorporation of Met-Rx Nutrition, Inc.*
3.28	Amended and Restated By-laws of Met-Rx Nutrition, Inc.*
3.29	Restated Articles of Incorporation of Met-Rx Substrate Technology, Inc.*
3.30	Amendment to By-laws and By-laws of Met-Rx Substrate Technology, Inc.*
3.31	Articles of Incorporation of Met-Rx USA, Inc.*
3.32	Amendment to By-laws and By-laws of Met-Rx USA, Inc.*
3.33	Certificate of Incorporation of Nabarco Advertising Associates, Inc.*
3.34	By-laws of Nabarco Advertising Associates, Inc.*

II-2

3.35	Certificate of Incorporation of Natural Wealth Nutrition Corporation.*
3.36	By-laws of Natural Wealth Nutrition Corporation.*
3.37	Certificate of Incorporation of Nature's Bounty Inc.*
3.38	By-laws of Nature's Bounty Inc.*
3.39	Certificate of Incorporation of Nature's Bounty Manufacturing Corp.*
3.40	By-laws of Nature's Bounty Manufacturing Corp.*
3.41	Certificate of Incorporation of Nature's Bounty, Inc.*
3.42	By-laws of Nature's Bounty, Inc.*
3.43	Report for Reinstatement of a Suspended Limited Liability Company for Naturesmart, LLC.*
3.44	Operating Agreement of Naturesmart, LLC.*
3.45	Certificate of Formation of NBTY Aviation, LLC.*
3.46	Operating Agreement of NBTY Aviation, LLC.*
3.47	Certificate of Incorporation of NBTY CAH Company.*
3.48	By-laws of NBTY CAH Company.*
3.49	Certificate of Incorporation of NBTY CAM Company.*
3.50	By-laws of NBTY CAM Company.*
3.51	Certificate of Incorporation of NBTY Canada Acquisition, Inc.*
3.52	By-laws of NBTY Canada Acquisition, Inc.*
3.53	Certificate of Incorporation of NBTY China Holdings, Inc.*
3.54	By-laws of NBTY China Holdings, Inc.*
3.55	Certificate of Incorporation of NBTY China, Inc.*
3.56	By-laws of NBTY China, Inc.*
3.57	Certificate Incorporation of NBTY Distribution, Inc.*
3.58	By-laws of NBTY Distribution, Inc.*
3.59	Certificate of Formation of NBTY Flight Services, LLC.*
3.60	Limited Liability Company Agreement of NBTY Flight Services, LLC.*
3.61	Certificate of Correction to Certificate of Formation and Certificate of Formation of NBTY Manufacturing, LLC.*
3.62	Limited Liability Company Agreement of NBTY Manufacturing, LLC.*
3.63	Certificate of Formation of NBTY PAH, LLC.*
3.64	Limited Liability Company Agreement of NBTY PAH, LLC.*
3.65	Certificate of Incorporation of NBTY Transportation, Inc.*
3.66	By-laws of NBTY Transportation, Inc.*

II-3

3.67	Certificate of Formation of NBTY Ukraine 1, LLC.*
3.68	Limited Liability Company Agreement of NBTY Ukraine 1, LLC.*
3.69	Certificate of Formation of NBTY Ukraine 2, LLC.*
3.70	Limited Liability Company Agreement of NBTY Ukraine 2, LLC.*
3.71	Certificate of Incorporation of NBTY Ukraine, Inc.*
3.72	By-laws of NBTY Ukraine, Inc.*
3.73	Certificate of Incorporation of Nutrition Headquarters (DE), Inc.*
3.74	By-laws of Nutrition Headquarters (DE), Inc.*
3.75	Certificate of Incorporation of Omni Vitamin and Nutrition Corp.*
3.76	By-laws of Omni Vitamin and Nutrition Corp.*
3.77	Articles of Organization of Physiologics, LLC.*
3.78	Operating Agreement of Physiologics, LLC.*
3.79	Certificate of Incorporation of Precision Engineered Limited (USA).*
3.80	By-laws of Precision Engineered Limited (USA).*
3.81	Certificate of Incorporation of Puritan's Pride, Inc.*
3.82	By-laws of Puritan's Pride, Inc.*
3.83	Articles of Incorporation of Rexall, Inc.*
3.84	By-laws of Rexall, Inc.*
3.85	Articles of Incorporation of Rexall Sundown, Inc.*
3.86	By-laws of Rexall Sundown, Inc.*
3.87	Certificate of Incorporation of Rexall US Delaware, Inc.*
3.88	By-laws of Rexall US Delaware, Inc.*
3.89	Certificate of Incorporation and Certificate of Merger of Richardson Labs, Inc.*
3.90	By-laws of Richardson Labs, Inc.*
3.91	Articles of Incorporation of RXSD Inc.*
3.92	By-laws of RXSD Inc.*
3.93	Articles of Incorporation of Sundown, Inc.*
3.94	By-laws of Sundown, Inc.*
3.95	Certificate of Formation of The Non-Irradiated Herbal Manufacturers Group, LLC.*
3.96	Limited Liability Company Agreement of The Non-Irradiated Herbal Manufacturers Group, LLC.*
3.97	Certificate of Incorporation of United States Nutrition, Inc.*
3.98	By-laws of United States Nutrition, Inc.*
3.99	Certificate of Incorporation of United Vitamin Manufacturing Corp.*

II-4

3.100	By-laws of United Vitamin Manufacturing Corp.*
3.101	Certificate of Formation of Vitamin World (Boca), LLC.*
3.102	Limited Liability Company Agreement of Vitamin World (Boca), LLC.*
3.103	Articles of Incorporation of Vitamin World (VI), Inc.*
3.104	By-laws of Vitamin World (VI), Inc.*
3.105	Certificate of Formation of Vitamin World of Guam LLC.*
3.106	Limited Liability Company Agreement of Vitamin World of Guam LLC.*
3.107	Certificate of Incorporation of Vitamin World Online, Inc.*
3.108	By-laws of Vitamin World Online, Inc.*
3.109	Articles of Incorporation of Vitamin World Outlet Stores, Inc.*
3.110	By-laws of Vitamin World Outlet Stores, Inc.*
3.111	Certificate of Incorporation of Vitamin World, Inc.*
3.112	By-laws of Vitamin World, Inc.*
3.113	Certificate of Incorporation of Worldwide Sport Nutritional Supplements, Inc.*
3.114	By-laws of Worldwide Sport Nutritional Supplements, Inc.*
4.1	Indenture, dated as of September 23, 2005 among NBTY, Inc., the Guarantors (as defined therein) and the Bank of New York.(3)
4.2	Registration Rights Agreement, dated as of September 23, 2005 among NBTY, Inc., the Guarantors (as defined therein) and J.P. Morgan Securities Inc., Adams Harkness, Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets Corporation.(3)
4.3	Purchase Agreement, dated as of September 16, 2005 among NBTY, Inc., the Guarantors (as defined therein) and J.P. Morgan Securities Inc., Adams Harkness, Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets Corporation.(3)
5.1	Opinion of Milbank, Tweed, Hadley & McCloy LLP.*
10.1	Employment Agreement, effective October 1, 2002, by and between NBTY, Inc. and Scott Rudolph.(4)
10.2	Employment Agreement, effective October 1, 2002, by and between NBTY, Inc. and Harvey Kamil.(4)
10.3	Executive Consulting Agreement, effective January 1, 2002, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(4)
10.4	First Amendment to Executive Consulting Agreement, effective January 1, 2003, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(2)
10.5	Second Amendment to Executive Consulting Agreement, effective January 1, 2004, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(5)
10.6	Fourth Amendment to Executive Consulting Agreement, effective January 1, 2006, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(11)

II-5

10.7	NBTY, Inc. Retirement Savings and Employees' Stock Ownership Plan.(1)
10.8	NBTY, Inc. Year 2000 Incentive Stock Option Plan.(6)
10.9	NBTY, Inc. Year 2002 Stock Option Plan.(7)
10.10	Second Amended and Restated Credit Agreement, as further amended and restated as of August 1, 2005, among NBTY, Inc., as Borrower, The Several Lenders from Time to Time Parties Thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Bank of America, N.A., as Syndication Agent.(10)
10.11	Guarantee and Collateral Agreement made by NBTY, Inc. and the other Grantors party hereto in favor of JPMorgan Chase Bank, as Administrative Agent dated as of July 24, 2003.(2)
10.12	2005 Salary and Bonuses for Executive Officers of NBTY, Inc.(8)
10.13	Third Amendment to Executive Consulting Agreement, effective January 1, 2005, by and between NBTY, Inc. and Rudolph Management Associates, Inc.(9)
10.14	Purchase Agreement by and between Wyeth and NBTY, Inc. dated as of June 6, 2005 (the "Solgar Purchase Agreement").(10)
10.15	Amendment to the Solgar Purchase Agreement, dated August 1, 2005.(10)
12.1	Statement regarding computation of ratio earnings to fixed charges.*
21.1	List of subsidiaries of the registrant.(1)
23.1	Consent of Deloitte & Touche LLP.*
23.2	Consent of PricewaterhouseCoopers LLP.*
23.3	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.1).
24.1	Powers of Attorney (see signature pages).
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of The Bank of New York, as Trustee.*
99.1	Form of Letter of Transmittal.*
99.2	Form of Notice of Guaranteed Delivery.*
99.3	Form of Letter to Registered Holders.*
99.4	Form of Letter to the Depositary Trust Company Participants.*
99.5	Form of Letter to Clients.*
99.6	Form of Instruction to Registered Holder from Beneficial Owner.*

*

Filed herewith.

(1)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2005 filed on December 22, 2005 (File #001-31788).

(2)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2003 filed on December 16, 2003 (File #0-10666).

(3)

Incorporated by reference to NBTY, Inc.'s Form 8-K filed on September 27, 2005 (File #001-31788).

II-6

(4)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2002 filed on December 20, 2002 (File #0-10666).

(5)

Incorporated by reference to NBTY, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed on December 14, 2004 (File #001-31788).

(6)

Incorporated by reference to NBTY, Inc.'s Form S-8, filed on September 20, 2000 (File #333-46188).

(7)

Incorporated by reference to NBTY, Inc.'s Proxy Statement, dated March 25, 2002 (File #0-10666).

(8)

Incorporated by reference to NBTY, Inc.'s Form 8-K filed on February 11, 2005 (File #001-31788).

(9)

Incorporated by reference to NBTY, Inc.'s Form 10-Q filed on May 9, 2005 (File #001-31788).

(10)

Incorporated by reference to NBTY, Inc.'s Form 10-Q filed on August 9, 2005 (File #001-31788).

(11)

Incorporated by reference to NBTY, Inc.'s Form 10-Q filed on February 2, 2006 (File #001-31788).

        (b)   Financial Statement Schedule

        Schedule II "Valuation and Qualifying Accounts" is filed herewith on page S-1.

Item 22. Undertakings.

        (a)   The undersigned registrants hereby undertake:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-7

        (b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on March 17, 2006.

NBTY, INC.
By:	/s/  SCOTT RUDOLPH Name: Scott Rudolph Title: Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey Kamil and Michael Slade, and each of them, his attorneys-in-fact, each with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

        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
/s/  SCOTT RUDOLPH Scott Rudolph	Chairman and Chief Executive Officer (Principal Executive Officer)	March 17, 2006
/s/  HARVEY KAMIL Harvey Kamil	President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 17, 2006
/s/  ALFRED SACKS Alfred Sacks	Director	March 17, 2006
/s/  ARAM G. GARABEDIAN Aram G. Garabedian	Director	March 17, 2006
/s/  ARTHUR RUDOLPH Arthur Rudolph	Director	March 17, 2006

II-9

/s/  BERNARD G. OWEN Bernard G. Owen	Director	March 17, 2006
/s/  GLENN COHEN Glenn Cohen	Director	March 17, 2006
/s/  MICHAEL L. ASHNER Michael L. Ashner	Director	March 17, 2006
/s/  MICHAEL C. SLADE Michael C. Slade	Director	March 17, 2006
/s/  MURRAY DALY Murray Daly	Director	March 17, 2006
/s/  NEIL KOENIG Neil Koenig	Director	March 17, 2006
/s/  PETER WHITE Peter White	Director	March 17, 2006

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on March 17, 2006.

ARCO PHARMACEUTICALS, INC. BIOSMART DIRECT SALES, LLC DE TUINEN LTD. DYNAMIC ESSENTIALS (DE), INC. EUROLEAN RESEARCH, LLC FOOD SYSTEMS, INC. HEALTHWATCHERS (DE), INC. NABARCO ADVERTISING ASSOCIATES, INC. NATURESMART, LLC NBTY CAM COMPANY NBTY CANADA ACQUISITION, INC. NBTY CHINA HOLDINGS, INC. NBTY CHINA, INC. NBTY DISTRIBUTION, INC. NBTY FLIGHT SERVICES, LLC NBTY PAH, LLC NBTY TRANSPORTATION, INC. NBTY UKRAINE 1, LLC NBTY UKRAINE 2, LLC NBTY UKRAINE, INC. NUTRITION HEADQUARTERS (DE), INC. OMNI VITAMIN AND NUTRITION CORP. PHYSIOLOGICS, LLC PURITAN'S PRIDE, INC THE NON-IRRADIATED HERBAL MANUFACTURERS GROUP, LLC UNITED VITAMIN MANUFACTURING CORP.

By:

/s/  HARVEY KAMIL Name: Harvey Kamil Title: President and Treasurer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey Kamil and Michael Slade, and each of them, his attorneys-in-fact, each with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

II-11

        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
/s/  HARVEY KAMIL Harvey Kamil	President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) Director	March 17, 2006
/s/  MICHAEL C. SLADE Michael C. Slade	Director	March 17, 2006

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on March 17, 2006.

MET-RX NUTRITION, INC. MET-RX SUBSTRATE TECHNOLOGY, INC. MET-RX USA, INC. NBTY AVIATION, LLC REXALL, INC. REXALL SUNDOWN, INC. REXALL US DELAWARE, INC. RICHARDSON LABS, INC. RXSD INC. SUNDOWN, INC. WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.
By:	/s/  HARVEY KAMIL Name: Harvey Kamil Title: President

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey Kamil and Michael Slade, and each of them, his attorneys-in-fact, each with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

        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
/s/  HARVEY KAMIL Harvey Kamil	President (Principal Executive Officer and Principal Financial and Accounting Officer) Director	March 17, 2006
/s/  MICHAEL C. SLADE Michael C. Slade	Director	March 17, 2006

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on March 17, 2006.

AMERICAN HEALTH, INC. ARTHRITIS RESEARCH CORP. DIABETES AMERICAN RESEARCH CORP. GOOD 'N NATURAL MANUFACTURING CORP. HOLLAND & BARRETT, LTD NATURAL WEALTH NUTRITION CORPORATION NATURE'S BOUNTY INC. NATURE'S BOUNTY, INC. NATURE'S BOUNTY MANUFACTURING CORP. UNITED STATES NUTRITION, INC.
By:	/s/  ALBERT ANASTASI Name: Albert Anastasi Title: President

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey Kamil and Michael Slade, and each of them, his attorneys-in-fact, each with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

        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
/s/  ALBERT ANASTASI Albert Anastasi	President (Principal Executive Officer)	March 17, 2006
/s/  HARVEY KAMIL Harvey Kamil	Treasurer (Principal Financial and Accounting Officer) Director	March 17, 2006
/s/  MICHAEL C. SLADE Michael C. Slade	Director	March 17, 2006

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on March 17, 2006.

PRECISION ENGINEERED LIMITED (USA) VITAMIN WORLD, INC. VITAMIN WORLD (VI), INC. VITAMIN WORLD ONLINE, INC. VITAMIN WORLD OUTLET STORES, INC. VITAMIN WORLD (BOCA), LLC VITAMIN WORLD OF GUAM, LLC
By:	/s/  JEFFREY SCHNEIDER Name: Jeffrey Schneider Title: President

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey Kamil and Michael Slade, and each of them, his attorneys-in-fact, each with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

        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
/s/  JEFFREY SCHNEIDER Jeffrey Schneider	President (Principal Executive Officer),	March 17, 2006
/s/  HARVEY KAMIL Harvey Kamil	Treasurer (Principal Financial and Accounting Officer) Director	March 17, 2006
/s/  MICHAEL C. SLADE Michael C. Slade	Director	March 17, 2006

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on March 17, 2006.

NBTY CAH COMPANY
By:	/s/  DAN PARKHIDEH Name: Dan Parkhideh Title: President and Treasurer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey Kamil and Michael Slade, and each of them, his attorneys-in-fact, each with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

        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
/s/  DAN PARKHIDEH Dan Parkhideh	President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)	March 17, 2006
/s/  HARVEY KAMIL Harvey Kamil	Director	March 17, 2006
/s/  MICHAEL C. SLADE Michael C. Slade	Director	March 17, 2006

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the undersigned co-registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bohemia, State of New York, on March 17, 2006.

NBTY MANUFACTURING, LLC
By:	/s/  DAN PARKHIDEH Name: Dan Parkhideh Title: President

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Harvey Kamil and Michael Slade, and each of them, his attorneys-in-fact, each with full power of substitution for him in any and all capacities, to sign any amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

        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
/s/  DAN PARKHIDEH Dan Parkhideh	President (Principal Executive Officer and Principal Financial and Accounting Officer)	March 17, 2006
/s/  HARVEY KAMIL Harvey Kamil	Director	March 17, 2006
/s/  MICHAEL C. SLADE Michael C. Slade	Director	March 17, 2006

II-17

QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
RISK FACTORS
THE EXCHANGE OFFER
USE OF PROCEEDS
CAPITALIZATION
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
DESCRIPTION OF CERTAIN INDEBTEDNESS
DESCRIPTION OF THE EXCHANGE NOTES
BOOK-ENTRY SETTLEMENT AND CLEARANCE
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
NBTY, Inc. and Subsidiaries Consolidated Balance Sheets September 30, 2005 and 2004 (dollars and shares in thousands, except per share amounts)
NBTY, Inc. and Subsidiaries Consolidated Statements of Income Years Ended September 30, 2005, 2004 and 2003 (dollars and shares in thousands, except per share amounts)
NBTY, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity and Comprehensive Income Years ended September 30, 2005, 2004 and 2003 (dollars and shares in thousands)
NBTY, Inc. and Subsidiaries Consolidated Statements of Cash Flows Years ended September 30, 2005, 2004 and 2003 (dollars in thousands)
NBTY, Inc. and Subsidiaries Notes to Consolidated Financial Statements Years ended September 30, 2005, 2004 and 2003 (in thousands, except per share amounts, number of locations and amortization periods)
NBTY, Inc. and Subsidiaries Condensed Consolidating Balance Sheet As of September 30, 2004
NBTY, INC. and Subsidiaries Condensed Consolidating Statement of Income Year Ended September 30, 2005
NBTY, INC. and SUBSIDIARIES Condensed Consolidating Statement of Income Year Ended September 30, 2004
NBTY, Inc. and Subsidiaries Condensed Consolidating Statement of Income Year Ended September 30, 2003
NBTY, Inc. and Subsidiaries Condensed Consolidating Statement of Cash Flows Year Ended September 30, 2005
NBTY, INC. and Subsidiaries Condensed Consolidating Statement of Cash Flows Year Ended September 30, 2004
NBTY, INC. and Subsidiaries Condensed Consolidating Statement of Cash Flows Year Ended September 30, 2003
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars and shares in thousands, except per share amounts)
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Dollars and shares in thousands, except per share amounts)
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME FOR THE YEAR ENDED SEPTEMBER 30, 2005 AND THREE MONTHS ENDED DECEMBER 31, 2005 (Unaudited) (Dollars and shares in thousands)
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands)
NBTY, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except per share amounts, number of locations and amortization periods)
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2005
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2005
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF INCOME THREE MONTHS ENDED DECEMBER 31, 2005
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF INCOME THREE MONTHS ENDED DECEMBER 31, 2004
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED DECEMBER 31, 2005
NBTY, INC. and SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THREE MONTHS ENDED DECEMBER 31, 2004
SCHEDULE II NBTY, INC. AND SUBSIDIARIES Valuation and Qualifying Accounts For the years ended September 30, 2005, 2004 and 2003
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers
Item 21. Exhibits and Financial Statement Schedules
Item 22. Undertakings.

SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY

EX-3.3

Exhibit 3.3

ARTICLES OF INCORPORATION

OF

AMERICAN HEALTH, INC.

The undersigned proposes to form a corporation under the laws of the State of Nevada, relating to private corporations, and to that end hereby adopts articles of incorporation as follows:

ARTICLE ONE

NAME

The name of the corporation is AMERICAN HEALTH, INC.

ARTICLE TWO
LOCATION

The registered office of this corporation is at 3276 Kitchen Drive, City of Carson City, State of Nevada. The mailing address is Post Office Box 2152, Carson City, Nevada 89702. The registered agent is State Agent and Transfer Syndicate, Inc.

ARTICLE THREE
PURPOSES

This corporation is authorized to carry on any lawful business or enterprise.

ARTICLE FOUR
CAPITAL STOCK

The amount of the total authorized capital stock of this corporation is $1,000 as 1,000 shares at $1.00 (one dollar) par value. After the amount of subscription price or par value has been paid in, such shares are non-assessable.

ARTICLE FIVE
DIRECTORS

The members of the governing board of this corporation shall be styled directors. The name and address of each of the members of the first board of directors is:

Arthur Rudolph	Scott Rudolph
90 Orville Drive	90 Orville Drive
Bohemia NY 11716	Bohemia NY 11716

ARTICLE SIX
ELIMINATING PERSONAL LIABILITY

Directors shall have no personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director. This provision does not eliminate or limit the liability of a director for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or the payment of dividends in violation of NRS 78.300.

ARTICLE SEVEN
INCORPORATORS

The name and address of the incorporator is: Elizabeth R. Brogan, 3276 Kitchen Drive, Carson City, Nevada 89701.

ARTICLE EIGHT
PERIOD OF EXISTENCE

The period of existence of this corporation shall be perpetual.

ARTICLE NINE
AMENDMENT OF ARTICLES OF INCORPORATION

The articles of incorporation of the corporation may be amended from time to time by a majority vote of all shareholders voting by written ballot in person or by proxy held at any general or special meeting of shareholders upon lawful notice.

ARTICLE TEN
VOTING OF SHARES

In any election participated in by the shareholders, each shareholder shall have one vote for each share of stock he owns, either in person or by proxy as provided by law. Cumulative voting shall not prevail in any election by the shareholders of this corporation.

IN WITNESS WHEREOF the undersigned, ELIZABETH R. BROGAN, for the purpose of forming a corporation under the laws of the State of Nevada, does make, file and record these articles, and certifies that the facts herein stated are true; and I have accordingly hereunto set my hand this day, July 21, 1992.

INCORPORATOR:

/s/ Elizabeth R. Brogan

Elizabeth R. Brogan

2

STATE OF NEVADA

COUNTY OF CARSON CITY

On July 21, 1992, Elizabeth R. Brogan personally appeared before me, a notary public, and executed the above instrument.

/s/ Cheryl Lynne Cheney

SIGNATURE OF NOTARY

CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY REGISTERED AGENT

State Agent and Transfer Syndicate, Incorporated hereby certifies that on July 21, 1992, we accepted appointment as Registered Agent for the above named corporation in accordance with Sec. 78.090, NRS 1957.

IN WITNESS WHEREOF, I have hereunto set my hand this July 21, 1992.

/s/ Elizabeth R. Brogan

Elizabeth R. Brogan for

State Agent and Transfer Syndicate, Incorporated

3

EX-3.4

Exhibit 3.4

BY-LAWS

OF

AMERICAN HEALTH, INC.

ARTICLE I

OFFICES

The principal office of the corporation in the State of New York shall be located in the City of Bohemia of the State of NY County of Suffolk, The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from time to time require.

ARTICLE II

STOCKHOLDERS

1.ANNUAL MEETING.

The annual meeting of the stockholders shall be held on the 30th day of September in each year, beginning with the year 1992 at the hour 9:30 o’clock A.M., for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday such meeting shall be held on the next succeeding business day.

2.SPECIAL MEETINGS.

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the directors, and shall be called by the president at the request of the holders of not less than sixty-six (66) per cent of all the outstanding shares of the corporation entitled to vote at the meeting.

3.PLACE OF MEETING.

The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

4.NOTICE OF MEETING.

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally

1

or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

5.CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.

For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least sixty (60) days immediately preceding such meeting. In lieu of closing the stock transfer books, the directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

6.VOTING LISTS.

The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

7.QUORUM.

At any meeting of stockholders the holders of a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than said number of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time

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without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

8.PROXIES.

At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

9.VOTING.

Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholders. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this State.

10.ORDER OF BUSINESS.

The order of business at all meetings of the stockholders, shall be as follows:

1.Roll Call.

2.Proof of notice of meeting or waiver of notice.

3.Reading of minutes of preceding meeting.

4.Reports of Officers.

5.Reports of Committees.

6.Election of Directors.

7.Unfinished Business.

8.New Business.

11.INFORMAL ACTION BY STOCKHOLDERS.

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

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ARTICLE III

BOARD OF DIRECTORS

1.GENERAL POWERS.

The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.

2.NUMBER, TENURE AND QUALIFICATIONS.

The number of directors of the corporation shall be two (2). Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified.

3.REGULAR MEETINGS.

A regular meeting of the directors, shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

4.SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.

5.NOTICE.

Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally, or by telegram or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

6.QUORUM.

At any meeting of the directors no less than two (2) directors shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

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7.MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.

8.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the stockholders. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

9.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the stockholders or by action of the board. Directors may be removed without cause only by vote of the stockholders.

10.RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

11.COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

12.PRESUMPTION OF ASSENT.

A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

13.EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

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ARTICLE IV

OFFICERS

1.NUMBER.

The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

2.ELECTION AND TERM OF OFFICE.

The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

3.REMOVAL.

Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.VACANCIES.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

5.PRESIDENT.

The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the directors. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

6.VICE-PRESIDENT.

In the absence of the president or in event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall

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perform such other duties as from time to time may be assigned to him by the President or by the directors.

7.SECRETARY.

The secretary shall keep the minutes of the stockholders’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

8.TREASURER.

If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the directors.

9.SALARIES.

The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.CONTRACTS.

The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

2.LOANS.

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

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3.CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.

4.DEPOSITS.

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.CERTIFICATES FOR SHARES.

Certificates representing shares of the corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law and by the directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholders, the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the directors may prescribe.

2.TRANSFERS OF SHARES.

(a)Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office.

(b)The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this state.

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ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on the                         day of                         in each year.

ARTICLE VIII

DIVIDENDS

The directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE IX

SEAL

The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, “Corporate Seal”.

ARTICLE X

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the stockholders representing a majority of all the shares issued and outstanding, at any annual stockholders’ meeting or at any special stockholders’ meeting when the proposed amendment has been set out in the notice of such meeting.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF INCORPORATION

OF

ARCO PHARMACEUTICALS, INC.

FIRST:The name of the Corporation is ARCO PHARMACEUTICALS, INC.

SECOND:Its registered office and place of business in the State of Delaware is to be located at 410 South State Street in the City of Dover, County of Kent. The Registered Agent in charged thereof is XL CORPORATE SERVICES, INC.

THIRD:The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any or all things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

FOURTH:The corporation shall be authorized to issue One Thousand (1,000) Shares at $.01 Par Value.

FIFTH:The name and address of the incorporator is as follows: Barbara O. Cramer, 410 South State Street, Dover, DE 19901.

SIXTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of this Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of this corporation.

The By-Laws shall determine whether and to what extent the account and books of this corporation, or any of them, shall be open to the inspection of the stockholders; no stockholder shall have any right of inspecting any account, or book, or document of this Corporation, except as conferred by the law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside of the State of Delaware, at such places as may be, from time to time, designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the THIRD paragraph hereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this certificate of incorporation, but that the objects, purposes and powers specified in the THIRD

paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH:The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3rd day of June, 1981.

Dated at Dover, Delaware	/s/ Barbara O. Cramer	(SEAL)
	Barbara O. Cramer

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STATEMENT BY INCORPORATOR(S) OF
ACTION TAKEN IN LIEU OF ORGANIZATION MEETING OF

ARCO PHARMACEUTICALS, INC.

The undersigned being the incorporator(s) of the corporation make the following statement of action taken to organize the corporation in lieu of an organization meeting.

By-laws regulating the conduct of the business and affairs of the corporation as prepared by counsel for the corporation were adopted and appended to this statement.

The following person(s) were appointed director(s) of the corporation until the first annual meeting of the stockholders or until their successors shall be elected or appointed and shall qualify:

The director(s) were authorized and directed to issue from time to time the shares of capital stock of the corporation, now or hereafter authorized, wholly or partly for cash, or labor done, or services performed, or for personal property, or real property or leases thereof, received for the use and lawful purposes of the corporation, or for any consideration permitted by law, as in the discretion of the director(s) may seem for the best interests of the corporation.

/s/ Barbara O. Cramer

Barbara O. Cramer

The following are appended to this statement:

Copy of the Certificate of Incorporation
By-Laws

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EX-3.6

Exhibit 3.6

BY-LAWS

OF

ARCO PHARMACEUTICALS, INC.

ARTICLE I
OFFICES

SECTION 1.   REGISTERED OFFICE.  The registered office shall be established and maintained at 410 SO. State St., Dover in the County of Kent in the State of Delaware.

SECTION 2.   OTHER OFFICES.  The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
MEETING OF STOCKHOLDERS

SECTION 1.   ANNUAL MEETINGS.  Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.   OTHER MEETINGS.  Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.   VOTING.  Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

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SECTION 4.   STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.   QUORUM.  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders, In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.   SPECIAL MEETINGS.  Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.   NOTICE OF MEETINGS.  Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.   BUSINESS TRANSACTED.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.   ACTION WITHOUT MEETING.  Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

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ARTICLE III
DIRECTORS

SECTION 1.   NUMBER AND TERM.  The number of directors shall be not less than 3. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.   RESIGNATIONS.  Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.   VACANCIES.  If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.   REMOVAL.  Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.   INCREASE OF NUMBER.  The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.   COMPENSATION.  Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.   ACTION WITHOUT MEETING.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken with out a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

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ARTICLE IV
OFFICERS

SECTION 1.   OFFICERS.  The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.   OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.   CHAIRMAN.  The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.   PRESIDENT.  The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.   VICE-PRESIDENT.  Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.   TREASURER.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

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SECTION 7.   SECRETARY.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.   ASSISTANT TREASURERS & ASSISTANT SECRETARIES.  Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.   CERTIFICATES OF STOCK.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.   LOST CERTIFICATES  New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.   TRANSFER OF SHARES.  The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered

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to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.   STOCKHOLDERS RECORD DATE.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.   DIVIDENDS.  Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.   SEAL.  The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.   FISCAL YEAR.  The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.   CHECKS.  All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.   NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

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Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI
CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII
AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

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EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

OF

ARTHRITIS RESEARCH CORP.

I, the undersigned, in order to form a corporation from the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is:

ARTHRITIS RESEARCH CORP.

SECOND:The registered office of the corporation and place of business in the State of Delaware is to be located at 15 E. North Street, in the City of Dover, County of Kent. The name of the registered agent at that address is Corporate Service Bureau Inc.

THIRD:The nature of the business, and the objects and purposes proposed to be transacted, promoted, and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

To do any lawful act or thing for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The total number of shares which the corporation is authorized to issue is 200 no par value.

FIFTH:The name and address of the incorporator is as follows:

NAME	ADDRESS
Jody V. Crowley	283 Washington Avenue
	Albany, New York 12206

SIXTH:The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation, and the
name(s) and mailing address(es) of the person(s) who is (are) to serve as Director(s) until the first annual meeting of stockholders or until their successors are elected and qualify is (are) as follows:

NAME	ADDRESS
Scott Rudolph	90 Orville Drive
	Bohemia New York 11716

SEVENTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchises of this corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of the corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stock holders; and no stock holder shall have any right of inspecting and account, or book, or document of this Corporation except as conferred by Law of the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the Laws of the State of Delaware.

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in the Certificate of Incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes, and powers.

DATED: May 18, 2000

IN WITNESS WHEREOF, I have hereunto set my hand and seal and affirm that the statements made herein are true.

/s/ Jody V. Crowley

Jody V. Crowley, Incorporator

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EX-3.8

Exhibit 3.8

BY-LAWS

OF

ARTHRITIS RESEARCH CORP.

ARTICLE I

OFFICES

SECTION 1.   REGISTERED OFFICE.  The registered office shall be established and maintained at

in the County of                              in the State of Delaware.

SECTION 2.   OTHER OFFICES.  The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 1.   ANNUAL MEETINGS.  Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on                        ..

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.   OTHER MEETINGS.  Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.   VOTING.  Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality

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vote; all other questions shall he decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.   STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.   QUORUM.  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.   SPECIAL MEETINGS.  Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.   NOTICE OF MEETINGS.  Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.   BUSINESS TRANSACTED.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.   ACTION WITHOUT MEETING.  Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

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ARTICLE III

DIRECTORS

SECTION 1.   NUMBER AND TERM.  The number of directors shall be The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.   RESIGNATIONS.  Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.   VACANCIES.  If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.   REMOVAL.  Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.   INCREASE OF NUMBER.  The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.   COMPENSATION.  Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.   ACTION WITHOUT MEETING.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken with out a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

SECTION 1.   OFFICERS.  The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.   OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.   CHAIRMAN.  The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.   PRESIDENT.  The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.   VICE-PRESIDENT.  Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.   TREASURER.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation

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a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.   SECRETARY.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.   ASSISTANT TREASURERS & ASSISTANT SECRETARIES.  Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.   CERTIFICATES OF STOCK.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.   LOST CERTIFICATES.  New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

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SECTION 3.   TRANSFER OF SHARES.  The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.   STOCKHOLDERS RECORD DATE.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.   DIVIDENDS.  Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.   SEAL.  The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

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EX-3.9

Exhibit 3.9

ARTICLES OF ORGANIZATION

The undersigned natural person of the age of eighteen years of more, acting as organizer of a limited liability company under the Colorado Limited Liability Company Act, adopt the following Articles of Organization for such limited liability company:

FIRST:The name of the limited liability company is: BioSmart Direct Sales, LLC

SECOND:Principal place of business: 1500 East 128^th Avenue, Thornton, Colorado 80241

THIRD:The street address of the initial registered office of the limited liability company is: 1560 Broadway, Denver, Colorado 80202

The mailing address (if different from above) of the initial registered office of the limited liability company is same

The name of its proposed registered agent in Colorado at that address is: Corporation Service Company

FOURTH:o  The management is vested in managers (check if appropriate).

FIFTH:The names and business addresses of the initial manager or managers or if the management is vested in the members, rather than managers, the names and addresses of the member or members are:

NAME	ADDRESS
WPcom Colorado, Inc.	1500 East 128th Avenue
(formerly Amrion, Inc.)	Thornton, Colorado 80241

SIXTH:           The name and address of each organizer is:

NAME	ADDRESS
Bruce H. Hallett	Hallett and Perrin, P.C.
	717 N. Harwood
	Suite 1400
	Dallas, Texas 75201

Signed:	/s/ Bruce H. Hallett
	Bruce H. Hallett, Organizer

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF
BIOSMART DIRECT SALES, LLC

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BIOSMART DIRECT SALES, LLC, dated as of January 3, 2000 (this “Agreement”), is executed by WPcom Colorado, Inc. (formerly Amrion, Inc.), a Colorado corporation, as the sole member (the “Sole Member”) of BioSmart Direct Sales, LLC, a Colorado limited liability company (the “Company”). Terms capitalized in this Agreement have the meaning given them in Section 10 hereof.

W I T N E S S E T H:

WHEREAS, the Company has been organized as a limited liability company under the Colorado Limited Liability Company Act by virtue of filing Articles of Organization in the office of the Secretary of State of the State of Colorado; and

WHEREAS, the Sole Member initially owns all of the membership interests in the Company; and

WHEREAS, the Sole Member desires to adopt this Agreement in order to provide for the regulation and management of the Company;

NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained from the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

GENERAL

SECTION 1.1.        Formation. The Company has been organized as a limited liability company under the Colorado Limited Liability Company Act by virtue of the filing of the Articles of Organization in the office of the Secretary of State of the State of Colorado. Upon the adoption of this Agreement, the rights of the Sole Member and any additional Members to be admitted in the future in connection with the regulation and management of the Company shall be as provided for in this Agreement and, except as otherwise expressly provided herein, the Colorado Limited Liability Company Act.  Any reference to the “Sole Member” shall include any additional Members admitted in the future unless the context clearly indicates otherwise.

SECTION 1.2.        Name. The name of the Company shall be “BioSmart Direct, LLC.” The business of the Company shall be conducted under the name “BioSmart Direct, LLC” or such other name or names as the Sole Member shall determine from time to time.

SECTION 1.3.        Period of Duration. The Company’s duration shall be perpetual, unless it is earlier dissolved in accordance with the provisions of this Agreement.

SECTION 1.4.        Registered Office and Registered Agent. The address of the registered office of the Company in the State of Colorado shall be as set forth in the Articles of Organization until the Company changes its registered office in accordance with the provisions of the Colorado Limited Liability Company Act. The registered agent of the Company shall be as set forth in the Articles of Organization until the Company changes its registered agent in accordance with the Colorado Limited Liability Company Act. The registered office or registered agent of the Company may be changed from time to time by the Sole Member.

SECTION 1.5.        Principal Office. The principal office of the Company shall be located at 1500 East 128th Avenue, Thornton, Colorado 80241 or such other place as the Sole Member shall determine from time to time.

SECTION 1.6.        Qualification in Other Jurisdictions. The Sole Member shall cause the Company to be qualified, formed or registered under limited liability company acts, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which the Sole Member determines in its sole discretion that such qualification, formation or registration is necessary or appropriate. Any officer of the Company designated by the Sole Member shall have the authority to execute, deliver and file such certificates and other instruments (and any amendments or restatements thereof) as are necessary for the Company to be qualified, formed or registered under limited liability company acts, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business.

ARTICLE II

PURPOSES AND POWERS

SECTION 2.1.        Purposes. The purposes of the Company are as follows:

(a)           to operate and manage a business consisting of catalog and e-commerce sales of nutritional supplements;

(b)           to engage in all other activities necessary, convenient or incidental to the foregoing business; and

(c)           to transact any or all other lawful business for which limited liability companies may be organized under the Colorado Limited Liability Company Act.

SECTION 2.2.        Powers.  The Company shall have all such powers as are necessary or appropriate to carry out the purposes of the Company.

ARTICLE III

MEMBERS

SECTION 3.1.        Admission of Members.

(a)           The Sole Member shall be admitted to the Company as a Member upon the execution of this Agreement.

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(b)           Any person or entity to whom an Interest is issued by the Company after the date hereof pursuant to this Agreement shall be admitted to the Company as a Member upon the written approval of the Sole Member.

(c)           Any person or entity to whom an Interest is transferred in accordance with the terms and conditions set forth in this Agreement shall be admitted to the Company as a Member upon the written approval of the Sole Member.

SECTION 3.2.        Outside Activities. Neither a Member nor any of its Affiliates, shareholders, partners, members, directors, managers, officers or employees shall be expressly or impliedly restricted or prohibited by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever. Any Member and its Affiliates, shareholders, partners, members, directors, managers, officers and employees shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company. Neither a Member nor any of its Affiliates, shareholders, partners, members, directors, managers, officers or employees shall be obligated by virtue of this Agreement to present any particular business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken, pursued or developed by the Company, and such Person shall have the right to take, pursue and develop any such opportunity for its own account (individually or as a partner, member, shareholder, fiduciary or otherwise) or to present or recommend it to any third party. Neither the Company nor any Member shall have any rights or claims by virtue of this Agreement or the relationships created hereby in any activities or business ventures of any Member or its Affiliates, shareholders, partners, members, directors, managers, officers and employees (it being expressly understood and agreed that any and all such rights and claims are hereby irrevocably waived by each Member on its behalf and on behalf of the Company).

ARTICLE IV

CAPITAL CONTRIBUTIONS; INTERESTS

SECTION 4.1.        Capital Contributions. The initial amount contributed to the Company by the Sole Member is $1,000.

SECTION 4.2.        Nature of Interests.  An interest is personal property. A Member has no rights in respect of or interest in specific property of the Company.

SECTION 4.3.        No Preemptive Rights. No Member shall have any preemptive, preferential or other similar right with respect to (i) the making of additional Capital Contributions to the Company; (ii) the issuance or sale of Interests of any class or series; or (iii) the issuance or sale of any other securities of the Company.

SECTION 4.4.        No Return of Capital Contributions. Except as expressly provided herein, a Member shall not be entitled to the return of any part of his or its Capital Contributions or to be paid any interest, salary or drawing in respect of his or its Capital Contributions or

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Capital Account.   A Capital Contribution which has not been repaid is not a liability of the Company or any Member.

ARTICLE V

OFFICERS

SECTION 5.1.        Officers.

(a)           Qualifications. Each officer of the Company shall be a natural person. An officer need not be a Member.

(b)           Authority.  All officers of the Company shall have such powers and authority, subject to the direction and control of the Sole Member, and shall perform such duties in connection with the management of the business and affairs of the Company as are provided in this Agreement, or as may be determined from time to time by resolution of the Sole Member. In addition, except as otherwise expressly provided herein, each officer shall have such powers and authority as would be incident to his or her office if he or she served as a comparable officer of a Colorado corporation.

(c)           Designation and Election.  The officers of the Company shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Sole Member. In addition, the Sole Member shall have the authority to elect such other officers, including Vice Presidents and assistant officers, as it may from time to time determine. Any two or more offices may be held by the same person. The persons serving as the initial officers of the Company shall be as follows:

Name	Office
John Mackey	President and Chief Executive Officer
Carl Morris	Vice President
Dave Robinson	Vice President
Betsy Foster	Vice President, Chief Financial Officer, Secretary  and Treasurer
Glenda Flanagan	Assistant Secretary
Linda Fontaine	Assistant Secretary
Leslie Ellerbe	Assistant Secretary
Lisa LaForge	Assistant Secretary

(d)           Vacancies.  Any vacancy occurring in an office may be filled by the Sole Member.

(e)           Removal.  Any officer of the Company may be removed by the Sole Member whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election as an officer of the Company shall not of itself create any contract rights.

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(f)            President.  The President shall be the chief executive officer of the Company, and, under the direction and subject to the control of the Sole Member, the President in general shall supervise and control all of the business and affairs of the Company and shall see that all orders and resolutions of the Sole Member are carried into effect.  The President may execute and deliver any deeds, mortgages, bonds, contracts or other instruments that the Sole Member has authorized to be executed and delivered, except in cases where the execution and delivery thereof shall be expressly and exclusively delegated to another officer of the Company by the Sole Member or this Agreement, or where the execution and delivery thereof shall be required by law to be executed and delivered by another person. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Sole Member.

(g)           Vice Presidents.  Each Vice President elected by the Sole Member and shall report to the President.  Each Vice President may perform the usual and customary duties that pertain to such office (but not any unusual or extraordinary duties conferred by the Sole Member upon the President) and, under the direction and subject to the control of the Sole Member and the President, such other duties as may be assigned to him or her from time to time by the Sole Member or the President.

(h)           Secretary.  The Secretary shall attest with his or her signature all deeds, conveyances or other instruments requiring the seal of the Company. The Secretary shall have full power and authority on behalf of the Company to execute any consents of shareholders, partners or members and to attend, and to act and to vote in person or by proxy at, any meetings of the shareholders, partners or members of any corporation, partnership or limited liability company in which the Company may own stock or other equity securities, and at any such meetings, the Secretary shall possess and may exercise any and all the rights and powers incident to the ownership of such securities that, as the owner thereof the Company might have possessed and exercised if present. The Secretary shall keep in safe custody the seal (if any) of the Company.  The Secretary shall also perform, under the direction and subject to the control of the Sole Member, such other duties as may be assigned to him or her from time to time.

(i)            Treasurer.  The Treasurer, if any, shall have the care and custody of all the funds and securities of the Company that may come into his or her hands as Treasurer. The Treasurer may endorse checks, drafts and other instruments for the payment of money for deposit or collection when necessary or proper and may deposit the same to the credit of the Company in such banks or depositories as the Sole Member may designate from time to time, and the Treasurer may endorse all commercial documents requiring endorsements for or on behalf of the Company. The Treasurer may sign all receipts and vouchers for the payments made to the Company. The Treasurer shall render an account of his or her transactions to the Sole Member or President as often as the Sole Member or President shall require from time to time. The Treasurer shall enter regularly in the books to be kept by him or her for that purpose, a full and adequate account of all monies received and paid by him or her on account of the Company. The Treasurer shall also perform, under the direction and subject to the control of the Sole Member and the President, such other duties as may be assigned to him or her from time to time.

(j)            Delegation of Authority.  In the case of any absence of any officer of the Company or for any other reason that the Sole Member may deem sufficient, the Sole Member

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may delegate some or all of the powers or duties of such officer to any other officer for whatever period of time the Sole Member deems appropriate.

(k)           Compensation; Reimbursement of Expenses.  The salaries or other compensation of the officers of the Company shall be fixed from time to time by the Sole Member. The officers of the Company shall be entitled to prompt reimbursement of all reasonable out-of-pocket expenses incurred in the course of the performance of their duties.

ARTICLE VI

CAPITAL ACCOUNTS AND ALLOCATIONS

SECTION 6.1.        Capital Accounts.  The Company shall establish and maintain a capital account (“Capital Account”) for each Member in accordance with Section 704(b) of the Code and Treasury Regulations Section 1.704-1(b)(2)(iv).

SECTION 6.2.        Profits and Losses.  All income, gains, losses and deductions of the Company shall be allocated, for financial accounting and tax purposes, between the Members pro rata in accordance with their Interests.

SECTION 6.3.        Distributions to Members.  Except upon liquidation, all distributions of cash or property of the Company to the Members shall be made in accordance with their Interests.

SECTION 6.4.        Limitations on Allocations.  Notwithstanding the provisions contained in Article VI of this Agreement, should any provision conflict with the provisions contained in Treasury Regulations §1.704-l(b)(iv), the provisions of said Treasury Regulations shall apply so as to cause the Company’s provisions relating to allocations and distributions to be in compliance with such Regulations.

ARTICLE VII

BOOKS, RECORDS AND INFORMATION;
FINANCIAL MATTERS

SECTION 7.1.        Book and Records.  At all times until the dissolution and termination of the Company, the Company shall maintain separate books of account which show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the conduct of the business of the Company in accordance with this Agreement. In addition, the Company shall keep and maintain in its principal office all the information required to be kept and maintained in accordance with the Colorado Limited Liability Company Act and shall make such information available to any Member at reasonable request during ordinary business hours as provided in such Act.

SECTION 7.2.        Fiscal Year.  The fiscal year of the Company shall end each year on the last Sunday of September.

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ARTICLE VIII

LIABILITY AND INDEMNIFICATION

SECTION 8.1.        No Liability for Company Debts; Limited Liability.

(a)           The debts, liabilities and obligations of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, liabilities and obligations of the Company, and no Member or officer shall be liable for any such debts, liabilities or obligations.

(b)           Except as otherwise expressly required by law, no Member, in its capacity as Member, shall have any liability to the Company, any other Member or the creditors of the Company in excess of the obligation of such Member to make the Capital Contributions in accordance with the provisions of this Agreement (to the extent that such Capital Contributions have not yet been made) and any other payments required to be made by such Members under the express provisions of this Agreement.

SECTION 8.2.        Good Faith Actions; Exculpation.

(a)           To the fullest extent permitted by applicable law, no Covered Person shall be liable to the Company or any Member (or Affiliate of a Member) as a result of or in connection with any actions or omissions with respect to the Company on the part of such Covered Person in his or its capacity as such based on any claim of breach of fiduciary duty to the extent that such Covered Person (i) conducted himself or itself in good faith and (ii) reasonably believed that his or its conduct was in the best interests of the Company, regardless of the negligence or other result of such Covered Person.

(b)           A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the Sole Member, any Officer or other Person as to matters the Covered Person reasonably believes are within the professional or expert competence of such Member, officer or other Person and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

SECTION 8.3.        Indemnification.

(a)           To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, damages, liabilities, judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorney’s fees) actually incurred by such Covered Person in connection with any threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such a claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such a claim, demand, action, suit or proceeding (any such claim, demand, action, suit, proceeding, appeal, inquiry or investigation being hereinafter referred to as a “Proceeding”), in which such Covered Person was, is or is threatened to be made a named defendant or respondent as a result

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of or based upon his or its status as a Covered Person or any action or omission taken by him or it in his or its capacity as such, regardless of whether any of said losses, claims, damages, liabilities, judgments, penalties, fines, settlements or expenses resulted from the negligence or other fault of such Covered Person.

(b)           Notwithstanding the provisions of paragraph (a)  above, in the case of a Proceeding in which a Covered Person is found liable on the basis that personal benefit was improperly received by the Covered Person, whether or not the benefit resulted from an action taken in his or its official capacity, or is found liable to the Company, the indemnification provided under such paragraph (i) shall be limited to reasonable expenses actually incurred by such Covered Person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which such Covered Person shall have been found liable for willful or intentional misconduct in the performance of his or its duty to the Company. A Covered Person shall be deemed to have been found liable in respect of any claim, issue or matter only after the Covered Person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

(c)           A determination that the requirements for indemnification of a Covered Person pursuant to paragraph (a) above have been satisfied shall be made as follows:

(i)            the Sole Member; or

(ii)           by special legal counsel selected by the Sole Member.

(d)           To the fullest extent permitted by law and without limiting any right granted to a Covered Person under this Section 8.3, the Company shall indemnify and hold harmless each Covered Person from and against any and all reasonable expenses (including court costs and attorney’s fees) incurred by such Covered Person in connection with a Proceeding in which the Covered Person was a named defendant or respondent because of his or its status as such, if such Covered Person has been wholly successful, on the merits or otherwise, in the defense of such Proceeding.

(e)           To the fullest extent permitted by law, the Company shall pay or reimburse, in advance of the final disposition of a Proceeding and without the determination specified in paragraph (c) above, reasonable expenses (including court costs and attorney’s fees) incurred by a Covered Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding because of his or its status as a Covered Person, after the Company receives a written affirmation by such Covered Person of his or its good faith belief that he or it has met the standard of conduct necessary for indemnification under the Colorado Limited Liability Company Act and a written undertaking by or on behalf of such Covered Person to repay the amount paid or reimbursed if it is ultimately determined that such Covered Person has not met such standard or if it is ultimately determined that indemnification of the Covered Person against expenses incurred in connection with the Proceeding is prohibited under paragraph (a) above. The written undertaking required by the preceding sentence must be an unlimited general obligation of the Covered Person but need not be secured. It may be accepted without reference to financial ability to make repayment.

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(f)            The Company shall indemnify and advance expenses to Person who is or was serving at the request of the Company as a manager, officer, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise to the same extent that it may indemnify and advance expenses to Covered Persons under this Section 8.3.

(g)           The indemnification and advancement of expenses provided for in this Section 8.3 shall be in addition to any other rights to which a Covered Person may be entitled pursuant to any contract or agreement or any approval of the Sole Member as a matter of law, whether with respect to an action of a Covered Person in his capacity as such or in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of a Covered Person.

(h)           The Company may, but shall not be obligated to, purchase and maintain insurance or another arrangement on behalf of any Covered Person or any Person who is or was serving at the request of the Company as a manager, officer, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him or it and incurred by him or it in such a capacity or arising out of his or its status as such, whether or not the Company would have the power to indemnify him or it against that liability under this Section 8.3.

(i)            The agreements contained in this Section 8.3 shall survive any dissolution or termination of the Company.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 9.1.        Dissolution.  The Company shall be dissolved and its affairs shall be wound up upon the adoption by the Sole Member (or, if more than one, all of the Members) of a resolution providing that the Company shall be dissolved as of the date specified therein.

SECTION 9.2.        Liquidation.  Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Sole Member shall designate one or more Persons (the “Liquidating Trustees”) to accomplish the winding up of the business and affairs of the Company. Upon their designation, the Liquidating Trustees shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Colorado Limited Liability Company Act. In winding up the business and affairs of the Company, the Liquidating Trustees may take any and all actions that they determine in their sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company

9

and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Liquidating Trustees to minimize the losses that may result from a liquidation.

SECTION 9.3.        Application of Company Assets.  In winding up the business and affairs of the Company, the assets of the Company shall be paid and distributed in the following manner and priority:

(a)           first, to the extent otherwise permitted by law, to creditors, including Members who are creditors in satisfaction of liabilities (other than for distributions) of the Company, whether by payment or by establishment of reserves;

(b)           second, to Members in satisfaction of the Company’s liability for distributions; and

(c)           third, to Members in proportion to their respective Interests.

SECTION 9.4.        Articles of Dissolution; Termination.  Upon the completion of the winding up of the business and affairs of the Company, when all liabilities and obligations of the Company have been paid or discharged, or adequate provision has been made therefor (or, in case the property and assets of the Company are not sufficient to satisfy and discharge all of its liabilities and obligations, then when all the property and assets have been applied so far as they will go to the just and equitable payment of its liabilities and obligations) and all the remaining property and assets of the Company have been distributed to the Members in accordance with their respective rights and interests set forth in Section 9.3, articles of dissolution shall be executed on behalf of the Company by an Officer or Member designated by the Liquidating Trustees, which articles of dissolution shall comply with the requirements of the Colorado Limited Liability Company Act, and the Liquidating Trustees shall cause such articles of dissolution to be filed in the office of the Secretary of State of the State of Colorado and shall take such other actions as they may determine are necessary or appropriate to terminate the Company. The existence of the Company shall terminate (except to the extent expressly provided in the Colorado Limited Liability Company Act) when a certificate of dissolution with respect to the Company has been issued by the Secretary of State of the State of Colorado.

SECTION 9.5.        Claims of the Members.  The Members and former Members shall look solely to the property and assets of the Company for the return of their Capital Contributions, and if the property and assets of the Company remaining after payment of or due provision for all liabilities to creditors are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any Member.

SECTION 9.6.        Waiver of Partition.  Each Member hereby waives until termination of the Company any and all rights that it may have to maintain an action for partition of the property and assets of the Company.

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ARTICLE X

DEFINITIONS AND INTERPRETATION

SECTION 10.1.      Definitions.

(a)           As used in this Agreement, the terms set forth below shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” means the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlling” and “controlled” have correlative meanings).

“Articles of Organization” means the Articles of Organization of the Company as in effect on the date hereof and any and all amendments thereto and restatements thereof filed from time to time hereafter on behalf of the Company in the office of the Secretary of State of the State of Colorado.

“Capital Contribution” means, with respect to any Member, the amount which such Member has contributed or is deemed to have contributed to the Company in accordance with this Agreement.

“Covered Person” means (i) any officer or manager of the Company and (ii) to the extent provided by resolution of the Sole Member, any other employee or agent of the Company or any of its Affiliates.

“Interest” means a membership interest in the Company, including, but not limited to, (i) the right to allocations of profits and losses of the Company, (ii) the right to receive distributions from the Company and (iii) the right, if any, to vote on matters submitted to a vote of the Members.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time (and any successor statute).

“Member” means the Sole Member and any Person admitted as a member of the Company as of the date hereof or at any time hereafter in accordance with this Agreement (but not any Person who has ceased to be a member of the Company).

“Person” means an individual, or a corporation, limited liability company, partnership (whether general or limited), joint venture, trust, unincorporated organization, joint stock company, association, or other entity, or any government, or any agency or subdivision thereof.

“Transfer” means, with respect to an interest, a sale, assignment, transfer or exchange of, the grant of a mortgage, pledge, security interest or other encumbrance on or with respect to, or any other disposition of such interest (including, without limitation, by operation of law), and the term “Transferred” shall have a correlative meaning.

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“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Internal Revenue Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute, proposed or final Treasury Regulations.

SECTION 10.2.      Interpretation.

(a)           The headings and subheadings in this Agreement are included for convenience of reference only and are in no way intended to describe, interpret, define, extend or limit the scope or meaning of this Agreement or any provision hereof.

(b)           Nouns, pronouns and verbs used in this Agreement shall be construed as masculine, feminine, neuter, singular or plural, as the context requires.

(c)           Unless the context otherwise requires, all references herein to “Articles,” “Sections,” “paragraphs” and “subparagraphs” shall refer to provisions of this Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1.      Amendment. Any provision of this Agreement may be modified or amended if such modification or amendment is adopted by the Sole Member.

SECTION 11.2.      Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings and all contemporaneous oral agreements and understandings among the parties or any of them with respect to the subject matter hereof. All Appendices hereto are expressly made a part of this Agreement.

SECTION 11.3.      Parties in Interest; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (it being understood and agreed that, except as expressly provided herein, nothing contained in this Agreement is intended to confer any rights, benefits or remedies of any kind or character on any other Person under or by reason of this Agreement).

SECTION 11.4.      Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without regard to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

SECTION 11.5.      Severability. In the event that any provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any such provision in every other respect and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not be in any way impaired thereby.

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IN WITNESS WHEREOF, the Sole Member has executed this Agreement in order to evidence the adoption hereof as of the date first above written.

WPcom Colorado, Inc.
(formerly Amrion, Inc.), a Colorado corporation
By:	/s/ Betsy Foster
	Betsy Foster, Vice President

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EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION

OF

DE TUINEN LTD.

UNDER SECTION 402 OF THE BUSINESS CORPORATION
LAW OF THE STATE OF NEW YORK

The undersigned incorporator, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, certifies:

1.                                             The name of the Corporation is

DE TUINEN LTD.

2.                                             The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York. The Corporation is not formed to engage in any act or activity requiring the consent or approval of any official, department, board, agency or other body, without such approval or consent first being obtained.

3.                                             The county within the State of New York in which the office of the corporation is to be located, is the County of Suffolk.

4.                                             The aggregate number of shares which the Corporation shall have the authority to issue is Twenty Thousand (20,000), each of which shall be a common share of the par value of One Dollar ($1.00).

5.                                             The Secretary of State of the State of New York is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post-office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is 90 Orville Drive, Bohemia, New York 11716, Attention: General Counsel.

6.                                             Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

7.                                             No director of the Corporation shall be personally liable to the Corporation or its shareholders for damages for any breach of duty as a director, unless a judgment or other final adjudication adverse to the director establishes that (i) the acts or omissions of the director were in bad faith or involved intentional misconduct or a knowing violation of law, (ii) the director personally gained in fact a financial profit or other advantage to which the director was not legally entitled, or (iii) the acts of the director violated Section 719 of the New York Business Corporation Law.

IN WITNESS WHEREOF, I have signed this Certificate this 27th day of February, 2003.

/s/ John Patrick Paraschos

John Patrick Paraschos

Sole Incorporator

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EX-3.12

Exhibit 3.12

BY-LAWS

of

DE TUINEN LTD.

ARTICLE I

Shareholders

Section 1.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.Special Meetings. Special meetings of the shareholders of theCorporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors. At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.Place of Meeting. Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.Notice. Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be written or electronic. If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms. If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, after the adjournment the Board of Directors fixes a new record

2

date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.Quorum. At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.Organization. The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all Vice Presidents, the holders of a majority of

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the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.Voting. Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation. A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy must be executed by the shareholder or his or her authorized agent. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.Inspectors. The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof. If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability. The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.Consent of Shareholders in Lieu of Meeting. Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

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Section 10.Determination of Shareholders of Record for Certain Purposes. For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.Waivers of Notice. Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him. The attendance of a Director or committee member at a

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meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.Number and Term of Office. The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies). Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law. Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.Removal, Vacancies and Additional Directors. Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose. Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by

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vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.Place of Meeting. Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.Regular Meetings. Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held. No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or

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telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed. The notice of a meting need not specify the purpose of the meeting. Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.Quorum. Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.Organization. The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting. If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

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At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.Committees. The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.Dividends. Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.Compensation of Directors. A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

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Section 11.Consent of Directors or Committee in Lieu of Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.Titles and Appointment. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III. All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board. The officers may, but need not, be Directors. The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause. The election

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or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders; shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and

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other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary. The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.Powers and Duties of the Treasurer. The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.Additional Officers. The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited

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to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.Voting upon Shares, etc. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Sections 8.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

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ARTICLE IV

Indemnification of Directors and Officers

Section 1.Nature of Indemnity. Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

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(b)The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any

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successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.Successful Defense. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

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Sections 3.Determination that Indemnification is Proper. Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

(2)if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.Advance Payment of Expense. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any

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indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Sections 5.Survival; Preservation of Other Rights. The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the

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result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received

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payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.Certificates for Shares. Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees. No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

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Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.Transfer of Shares. Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors, Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.Regulations. The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of

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Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

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Section 4.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Sections 5.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation, When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

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ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors. By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.13

Exhibit 3.13

STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

A STOCK CORPORATION

•First: The name of this Corporation is Diabetes American Research Corp.

•Second: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400 Street, in the City of Wilmington County of New Castle, Zip Code 19808.  The registered agent in charge thereof is Corporation Service Company.

•Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

•Fourth: The amount of total stock of this corporation is authorized to issue is One Hundred (100) shares (number of authorized shares) with a par value of One Dollar ($1.00) per share.

•Fifth: The name and mailing address of the incorporator are as follows:

Name: Irene B. Fisher, Esq.
Mailing Address:  90 Orville Drive
	Bohemia, New York	Zip Code: 11716

•I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 18th day of March, A.D. 2005.

BY:	/s/ Irene B. Fisher
(Incorporator)
NAME:		Irene B. Fisher. Esq.
		(type or print)

EX-3.14

Exhibit 3.14

BY-LAWS

OF

DIABETES AMERICAN RESEARCH CORP.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors.  The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization.  The President shall preside at all meetings of the Board of Directors, In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

OF

DYNAMIC ESSENTIALS (DE), INC.

I, the undersigned, in order to form a corporation from the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is:

DYNAMIC ESSENTIALS (DE), INC.

SECOND:The registered office of the corporation and place of business in the State of Delaware is to be located at 15 E. North Street, in the City of Dover, County of Kent. The name of the registered agent at that address is Corporate Service Bureau Inc.

THIRD:The nature of the business, and the objects and purposes proposed to be transacted, promoted, and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

To do any lawful act or thing for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The total number of shares which the corporation is authorized to issue is 1000, par value $.01.

FIFTH:The name and address of the incorporator is as follows:

NAME	ADDRESS
Jody V. Crowley	283 Washington Avenue
	Albany, New York 12206

SIXTH:The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation, and the name(s) and mailing address(es) of the person(s) who is (are) to serve as Director(s) until the first annual meeting of stockholders or until their successors are elected and qualify is (are) as follows:

NAME	ADDRESS
Michael Slade	90 Orville Drive
	Bohemia, New York 11716

SEVENTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be

executed, mortgages and liens without limit as to the amount, upon the property and franchises of this corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of the corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stock holders; and no stock holder shall have any right of inspecting and account, or book, or document of this Corporation except as conferred by Law of the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the Laws of the State of Delaware.

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in the Certificate of Incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes, and powers.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 22nd day of April, 1999.

/s/ Jody V. Crowley

Jody V. Crowley, Incorporator

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EX-3.16

Exhibit 3.16

BY–LAWS

of

DYNAMIC ESSENTIALS (DE), INC.

ARTICLE I
OFFICES

SECTION 1.  REGISTERED OFFICE. The registered office shall be established and maintained at                             in the County of                              in the State of Delaware.

SECTION 2.  OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
MEETING OF STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.  OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.  VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other question shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.  STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.  QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholder. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.  SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.  NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.  BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.  ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

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ARTICLE III
DIRECTORS

SECTION 1.  NUMBER AND TERM. The number of directors shall be                           .  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.  RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.  VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.  REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.  INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.  COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.  ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

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ARTICLE IV
OFFICERS

SECTION 1.  OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.  OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.  CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.  PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.  VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.  TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

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SECTION 7.  SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.  ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.  CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.  LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.  TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books

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and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.  STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.  DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.  SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.  FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.  CHECKS.  All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.  NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

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Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI
CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII
AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

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EX-3.17

Exhibit 3.17

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

OF

EASYTRIM, LLC

Under Section 211 of the Limited Liability Company Law

IT IS HEREBY CERTIFIED THAT:

FIRST:The name of the limited liability company is

EASYTRIM, LLC

SECOND:The date of filing of the articles of organization is March 28, 2002.

THIRD:The amendments effected by this certificate of amendment are as follows:

To amend the name of the company in the first paragraph. The first paragraph shall now read as follows:

FIRST:The name of the company is:

EUROLEAN RESEARCH, LLC

IN WITNESS WHEREOF, this certificate has been subscribed by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

Dated: August 27, 2002

/S/ Eric Klee

Eric Klee, Assistant General Counsel, NBTY Inc., Person Authorized to Sign

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF ORGANIZATION

OF

EASYTRIM, LLC

FILER:

Service Inc.

P.O. Box 871

Albany, NY 12201

CUSTOMER REFERENCE NUMBER:

2

ARTICLES OF ORGANIZATION

OF

EASYTRIM, LLC

Under Section 203 of the Limited Liability Company Law

THE UNDERSIGNED, being a natural person of at least eighteen (18) years of age and acting as the organizer of the limited liability company (the “company”) hereby being formed under Section 203 of the Limited Liability Company Law of the State of New York certifies that:

FIRST:The name of the limited liability company is:

EASYTRIM, LLC

SECOND:The purpose of the limited liability company is:

To engage in any lawful act or activity for which limited liability companies may be organized under the LLCL.

THIRD:The county within the State of New York in which the office of the limited liability company is to be located is Suffolk.

FOURTH:The Secretary of State is designated as the agent of the Company upon whom process against the Company may be served. The post office address to which the Secretary of State shall mail a copy of any process served upon the Company is: 90 Orville Drive, Bohemia, NY 11716.

FIFTH:The Company is to be managed by one or more members.

SIXTH:The Company shall have the power to indemnify, to the full extent permitted by the LLCL, as amended from time to time, all persons whom it is permitted to indemnify pursuant thereto.

IN WITNESS WHEREOF, the undersigned has subscribed this certificate and hereby affirms the foregoing as true under the penalties of perjury.

Dated: March 28, 2002

/S/ Scott J. Schuster

Scott J. Schuster

Sole Organizer

283 Washington Avenue

Albany, New York 12206

ARTICLES OF ORGANIZATION

OF

EASYTRIM, LLC

FILED BY:

Service Inc.

P.O. Box 871

Albany, NY 12201

CUSTOMER REFERENCE:

Acct #810606

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EX-3.18

Exhibit 3.18

LIMITED LIABILITY COMPANY AGREEMENT

OF

EASYTRIM, LLC

A NEW YORK LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the New York Limited Liability Company Law (the “New York Act”) and, to that end, has filed Articles of Organization for EasyTrim, LLC, a New York limited liability company (the “Company”), with the Secretary of State of the State of New York (the “New York Secretary of State”). The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Articles of Organization” means the Articles of Organization of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the New York Secretary of State pursuant to the New York Act.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Company held by a Member, including any and all rights, powers, benefits, duties or obligations conferred on such Member under the New York Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is EasyTrim, LLC.

3.Formation.  The Company was formed on March 28, 2002 upon the execution and filing of its Articles of Organization with the New York Secretary of State pursuant to Section 203 of the New York Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the New York Act.

5.Term.  The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.  Under the New York Act, the Company is not required to maintain a registered office in the State of New York. Therefore, the Company shall not initially maintain a registered office in the State of New York. The Company’s registered agent for service of process in the State of New York shall be the Secretary of State of the State of New York. The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716. The Company may, at any time, establish a registered office and appoint a registered agent in the State of New York in addition to the Secretary of State of the State of New York.  In addition, the location of the Company’s principal office may be changed at will by the Sole Member.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Articles of Organization, the Company shall possess and may exercise all of the powers and privileges granted to it in the New York Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement or the Articles of Organization.

8.Powers of the Sole Member.  The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the New York Act and the express terms of this Agreement.

9.Limited Liability.  Except as otherwise provided in the New York Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.  The Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution.  The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for ten (10) Membership Interests, representing a 100% Membership Interest in the Company.

11.Additional Capital Contributions.  The Sole Member shall not be required to make any additional Capital Contributions to the Company.  The Sole Member may, however,

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make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member. The business, property and affairs of the Company shall be managed exclusively by the Sole Member.  The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the New York Act.  The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole Member.  Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the New York Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors to the Company;

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(vi)to indemnify any Person in accordance with the New York Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution;

(xii)to take any other action necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company; and

(xiii)to cause any special purpose subsidiary wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member. The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the New York Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care. In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion.  The Sole Member shall not have any liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or

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omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives an improper benefit.

13.Admission of Additional Members.  One or more additional Members of the Company may be admitted to the Company with the consent of the Members representing 100% of the Membership Interests in the Company at the time of the proposed admission.

14.Officers.

(a)Appointment of Officers. The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices.  The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member, but subject in all cases to the supervision and control of the Sole Member.  Scott Rudolph shall serve as the initial Chief Executive Officer of the Company; Harvey Kamil shall serve as the initial President, Chief Financial Officer and Treasurer of the Company; and Michael C. Slade shall serve as the initial Senior Vice President and Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments.  The Sole Member may assign its Membership Interest in whole or in part. If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

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16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election; of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Sole Member. The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the New York Act.

(c)Judicial Dissolution. The entry of a decree of judicial dissolution under Section 702 of the New York Act.

The winding up of the affairs of the Company shall be conducted in accordance with the New York Act.

17.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice, any of the Sole Member’s Affiliates, and any of its or their respective stockholders, members, directors, officers, employees, agents, attorneys or Affiliates (collectively, the “Additional Indemnitees”), from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or the Additional Indemnitees, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by the Additional Indemnitees on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment.  This Agreement may be amended only upon the written consent of the Sole Member.

19.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

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21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTS OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer as of March 28, 2002.

NBTY, INC.
By:	/s/ Harvey Kamil
	Name: Harvey Kamil
	Title: President

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EXHIBIT A

INITIAL CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER

AS OF MARCH 28, 2002

		Member’s Capital
Member’s Name	Member’s Address	Contribution
NBTY, Inc.	90 Orville Drive
	Bohemia, NY 11716	$	100

EX-3.19

Exhibit 3.19

STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

A STOCK CORPORATION

•First:  The name of this Corporation is Food Systems, Inc.

•Second:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road Suite 400 Street, in the City of Wilmington County of New Castle, Zip Code 19808.  The registered agent in charge thereof is Corporation Service Company.

•Third:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

•Fourth:  The amount of the total authorized capital stock of this corporation is One Thousand Dollars ($1,000) divided into 1,000 shares of One Dollar ($1.00) each.

•Fifth:  The name and mailing address of the incorporator are as follows:

Name: Irene B.  Fisher, Esq.

Mailing Address:  90 Orville Drive

Bohemia NY  Zip Code: 11716

•I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 2nd day of September, A.D. 2003.

BY:	/s/ Irene B. Fisher
	(Incorporator)
NAME:		Irene B. Fisher
		(Type or Print)

EX-3.20

Exhibit 3.20

BY-LAWS

OF

FOOD SYSTEMS, INC.

ARTICLE I

Stockholders

SECTION 1.           Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.  The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.           Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President.  Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate.  The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication.  At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.           Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented.  The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.           Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.           Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.           Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.  It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.           Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.           Voting Procedures and Inspectors.  The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof.  Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.           Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed.  Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.         Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.           Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.           Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class.  Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.           Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.           Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine.  No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.           Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director.  Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.           Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.           Organization.  The President shall preside at all meetings of the Board of Directors.  In the absence of the President, a Chairman shall be elected from the Directors present.  The Secretary of the Corporation shall act as Secretary of all meetings of the Directors, In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.           Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.           Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.         Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.           Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III.  The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders.  Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.  Any officer may resign at any time upon written notice to the Corporation.  Officers may, but need not, be Directors.  Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors.  The removal of an officer without cause shall be without prejudice to his or her contract rights, if any.  The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.           Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.           Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.           Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose.  The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours.  The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.           Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation.  The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.           Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.           Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.           Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.           Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.           Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and

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(2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.           Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.           Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless

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a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1.  Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1.  Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.           Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV.  Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.  The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

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SECTION 5.           Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.           Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each

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employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.           Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.           No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.           Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that

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some or all of any or all classes or series of stock shall be uncertificated shares.  The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.           Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification

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sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor.  Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.           Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.           Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.           Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine.  If the date fixed for the payment of any dividend shall in any year fall

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upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.           Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary.  A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.           Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE VI

Miscellaneous Provisions

SECTION 1.           Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.           Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation

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from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

SECTION 3.           Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.           Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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SECTION 5.           Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.21

Exhibit 3.21

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

GOOD ‘N NATURAL NUTRITION CORP., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:That a meeting of the Board of Directors of GOOD ‘N NATURAL NUTRITION CORP. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof number “First” so that, as amended said Article shall be and read as follows:

“FIRST:The name of the Corporation is GOOD ‘N NATURAL MANUFACTURING CORP.”

SECOND:That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said GOOD ‘N NATURAL MANUFACTURING CORP., has caused its corporate seal to be hereunto affixed and this certificate to be signed by Scott Rudolph, its President and Harvey Kamil, its Secretary, this 28^th day of February, 1994.

By:	/s/ Scott Rudolph
	PRESIDENT
By:	/s/ Harvey Kamil
	SECRETARY

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CERTIFICATE OF INCORPORATION

OF

GOOD ‘N NATURAL NUTRITION CORP.

FIRST:The name of the Corporation is GOOD ‘N NATURAL NUTRITION CORP.

SECOND:Its registered office and place of business in the State of Delaware is to be located at 410 South State Street in the City of Dover, County of Kent. The Registered Agent in charged thereof is XL CORPORATE SERVICES, INC.

THIRD:The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any or all things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

FOURTH:The corporation shall be authorized to issue One Thousand (1,000) Shares of No Par Value.

FIFTH:The name and address of the incorporator is as follows:

Barbara O. Cramer, 410 South State Street, Dover, DE 19901

SIXTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of this Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of this corporation.

The By-Laws shall determine whether and to what extent the account and books of this corporation, or any of their, shall be Open to the inspection of the stockholders; no stockholder shall have any right of inspecting any account, or book, or document of this Corporation, except as conferred by the law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside of the State of Delaware, at such places as may be, from time to time, designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the THIRD paragraph hereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this certificate of incorporation, but that the object, purposes and powers specified in the THIRD paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH:The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of May, 1983.

/s/ Barbara O. Cramer	(SEAL)
Barbara O. Cramer

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EX-3.22

Exhibit 3.22

BY-LAWS

OF

GOOD ‘N NATURAL NUTRITION CORP.

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE.  The registered office shall be established and maintained at

in the County of                      in the State of Delaware.

SECTION 2.OTHER OFFICES.  The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS.  Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on             .

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS.  Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.VOTING.  Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each.  Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall be available for inspection at the meeting.

SECTION 5.QUORUM.  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.SPECIAL MEETINGS.  Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote.  Such request shall state the purpose of the proposed meeting.

SECTION 7.NOTICE OF MEETINGS.  Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.BUSINESS TRANSACTED.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.ACTION WITHOUT MEETING.  Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

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ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM.  The number of directors shall be                  The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.  The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.RESIGNATIONS.  Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES.  If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL.  Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.INCREASE OF NUMBER.  The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.COMPENSATION.  Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.ACTION WITHOUT MEETING.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken with out a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

SECTION 1.OFFICERS.  The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.CHAIRMAN.  The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.PRESIDENT.  The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation.  Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE-PRESIDENT.  Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.TREASURER.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

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SECTION 7.SECRETARY.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose.  He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.ASSISTANT TREASURERS & ASSISTANT SECRETARIES.  Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.CERTIFICATES OF STOCK.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation.  If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.LOST CERTIFICATES.  New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.TRANSFER OF SHARES.  The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be

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cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS.  Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL.  The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.FISCAL YEAR.  The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

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Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI

CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII

AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

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EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

OF

HEALTHWATCHERS (DE), INC.

I, the undersigned, in order to form a corporation from the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is:

HEALTHWATCHERS (DE), INC.

SECOND:The registered office of the corporation and place of business in the State of Delaware is to be located at 15 E. North Street, in the City of Dover, County of Kent. The name of the registered agent at that address is Corporate Service Bureau Inc.

THIRD:The nature of the business, and the objects and purposes proposed to be transacted, promoted, and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

To do any lawful act or thing for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The total number of shares which the corporation is authorized to issue is 1500 NO PAR VALUE.

FIFTH:The name and address of the incorporator is as follows:

NAME	ADDRESS
Jody V. Crowley	283 Washington Avenue
	Albany, New York 12206

SIXTH:The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation, and the name(s) and mailing address(es) of the person(s) who is (are) to serve as Director(s) until the first annual meeting of stockholders or until their successors are elected and qualify is (are) as follows:

NAME	ADDRESS
Harvey Kamil	90 Orville Dr.
	Bohemia, New York 11716

SEVENTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchises of this corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of the corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stock holders; and no stock holder shall have any right of inspecting and account, or book, or document of this Corporation except as conferred by Law of the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the Laws of the State of Delaware.

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in the Certificate of Incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes, and powers.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 3^rd day of April, 2000.

/s/ Jody V. Crowley

Jody V. Crowley, Incorporator

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EX-3.24

Exhibit 3.24

BY-LAWS

OF

HEALTHWATCHERS (DE), INC.

ARTICLE I
OFFICES

SECTION 1.  REGISTERED OFFICE.  The registered office shall be established and maintained at                  in the County of                  in the State of Delaware.

SECTION 2.  OTHER OFFICES.  The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II
MEETING OF STOCKHOLDERS

SECTION 1.  ANNUAL MEETINGS.  Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on                       .

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.  OTHER MEETINGS.  Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.  VOTING.  Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.  STOCKHOLDER LIST.  The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each.  Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall be available for inspection at the meeting.

SECTION 5.  QUORUM.  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall consitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.  SPECIAL MEETINGS.  Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote.  Such request shall state the purpose of the proposed meeting.

SECTION 7.  NOTICE OF MEETINGS.  Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.  BUSINESS TRANSACTED.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.  ACTION WITHOUT MEETING.  Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

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ARTICLE III
DIRECTORS

SECTION 1.  NUMBER AND TERM.  The number of directors shall be The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify.  The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.  RESIGNATIONS.  Any director, member of a committee or other officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.  VACANCIES.  If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.  REMOVAL.  Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.  INCREASE OF NUMBER.  The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.  COMPENSATION.  Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.  ACTION WITHOUT MEETING.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

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ARTICLE IV
OFFICERS

SECTION 1.  OFFICERS.  The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the first meeting of the Board of Directors after each annual meeting.  More than two offices may be held by the same person.

SECTION 2.  OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.  CHAIRMAN.  The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.  PRESIDENT.  The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall excecute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.  VICE-PRESIDENT.  Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.  TREASURER.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements.  He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

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SECTION 7.  SECRETARY.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws.  He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose.  He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.  ASSISTANT TREASURERS & ASSISTANT SECRETARIES.  Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.  CERTIFICATES OF STOCK.  Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation.  If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.  LOST CERTIFICATES.  New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.  TRANSFER OF SHARES.  The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered

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to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued.  A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.  STOCKHOLDERS RECORD DATE.  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.  DIVIDENDS.  Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient.  Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.  SEAL.  The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.  FISCAL YEAR.  The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.  CHECKS.  All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.  NOTICE AND WAIVER OF NOTICE.  Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

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Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI
CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII
AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

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EX-3.25

Exhibit 3.25

CERTIFICATE OF INCORPORATION

OF

HOLLAND & BARRETT, LTD.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST:           The name of the corporation is:

HOLLAND & BARRETT, LTD.

SECOND:      The purpose for which it is formed is as follows:

To engage in any lawful act or activity for which corporations may be formed under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board agency or other body, without such approval or consent first being obtained.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD:          The office of the corporation in the State of New York is to be located in the County of Suffolk.

FOURTH:      The aggregate number of shares which the corporation shall have the authority to issue is 200, no par value.

FIFTH:           The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o Scott Rudolph, 90 Orville Drive, Bohemia, New York 11716.

SIXTH:          A director of the corporation shall not be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity except for liability if a judgment or other final adjudication adverse to a director establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that the director’s acts violated Section 719 of the Business Corporation Law; or liability for any act or omission prior to the adoption of this provision.

IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury.

Dated: August 27, 1997

/s/ Scott J. Schuster

Scott J. Schuster, Incorporator

283 Washington Avenue

Albany, New York 12206

EX-3.26

Exhibit 3.26

BY-LAWS

of

HOLLAND & BARRETT LTD.

ARTICLE I

Shareholders

Section 1.Annual Meeting.  The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.Special Meetings.  Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors.  At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.Place of Meeting.  Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.Notice.  Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called.  Notice of any meeting of shareholders may be written or electronic.  If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms.  If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address.  If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called.  If, however, after the adjournment the Board of Directors fixes a new record

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date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.Quorum.  At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.Organization.  The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting.  In the absence of the President and all Vice Presidents, the holders of a majority of

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the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.Voting.  Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation.  A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof.  If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held.  When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy.  Every proxy must be executed by the shareholder or his or her authorized agent.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot.  Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Sections 8.Inspectors.  The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof.  If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors.  In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability.  The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders.  On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.  Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.Consent of Shareholders in Lieu of Meeting.  Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.  This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent

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with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

Section 10.Determination of Shareholders of Record for Certain Purposes.  For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action.  If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted.  For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.Waivers of Notice.  Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice.  Waiver of notice may be written or electronic.  The attendance of any shareholder at a meeting, in person or by proxy,

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without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him.  The attendance of a Director or committee member at a meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.Number and Term of Office.  The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age.  The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies).  Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law.  Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.Removal, Vacancies and Additional Directors.  Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose.  Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal

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shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.Place of Meeting.  Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.Regular Meetings.  Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held.  No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed.  The notice of a meting need not specify the purpose of the meeting.  Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.Quorum.  Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.  A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting.  At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.Organization.  The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting.  If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

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The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.Committees.  The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.Dividends.  Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

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Section 10.Compensation of Directors.  A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

Section 11.Consent of Directors or Committee in Lieu of Meeting.  Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action.  The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.Conference Telephone Meetings.  Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.Titles and Appointment.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III.  All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board.

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The officers may, but need not, be Directors.  The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause.  The election or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President.  The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and

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shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders; shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary.  The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.Powers and Duties of the Treasurer.  The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation.  The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full

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and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.Additional Officers.  The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.Voting upon Shares, etc.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or

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bonds.  The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

ARTICLE IV

Indemnification of Directors and Officers

Section 1.Nature of Indemnity.  Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys* fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf

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of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.  The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

(b)The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person

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in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.  The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan.  Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person

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to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.Successful Defense.  A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

Section 3.Determination that Indemnification is Proper.  Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

(2)if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

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Section 4.Advance Payment of Expense.  Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.Survival; Preservation of Other Rights.  The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of

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shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification.  The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.Certificates for Shares.  Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve.  All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed.  The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees.  No person shall sign a certificate for shares of the Corporation in two capacities.

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In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued.  The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.Transfer of Shares.  Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to

23

indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors.  Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed.  Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.Regulations.  The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.Contracts.  Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all

24

agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary.  The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto.  The grant of such authority by the Board or any such officer may be general or confined to specific instances.

Section 4.Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors.  When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from

25

any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation.  When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same.  Such authority may be general or confined to specific instances.

ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors.  By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.27

Exhibit 3.27

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MET-RX NUTRITION, INC.

(Pursuant to Sections 228, 242 and 245 of the General Corporation
Law of the State of Delaware)

MET-Rx Nutrition, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1.The name of the Corporation is MET-Rx Nutrition, Inc.  The date of filing of the Corporation’s original Certificate of Incorporation was October 28, 1998.

2.This Amended and Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) restates and integrates and further amends the Certificate of Incorporation of the Corporation.

FIRST:  The name of the Corporation is MET-Rx Nutrition, Inc.

SECOND:  The registered office of the Corporation in the State of Delaware is located at the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD:  The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock that the Corporation shall have authority to issue is, 20,100,000 shares of capital stock, consisting of three classes:

(i)20,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”), 10,000,000 of which shares shall be designated as a series of Common Stock to be called “Series A Common Stock” and 10,000,000 of which shares shall be designated as a series of Common Stock to be called “Series B Common Stock”;

(ii)50,000 shares of Senior Preferred stock, par value $.01 per share (“Senior Preferred Stock”); and

(iii)50,000 shares of Junior Preferred stock, par value $.01 per share (“Junior Preferred Stock” and, together with the Senior Preferred Stock, the “Preferred Stock”).

Effective upon filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, each issued and outstanding share of previously

authorized common stock of the Corporation (“Old Common Stock”) shall represent one validly issued, fully paid and non-assessable share of Series A Common Stock.  Each certificate that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of Series A Common Stock; provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of Series A Common Stock to which such person is entitled.

The designations and the respective powers, preferences, rights, qualifications, limitations, and restrictions of the Common Stock and the Preferred Stock are as follows:

1.Provisions Relating to the Common Stock.

(a)Dividends.  Subject to the prior rights and preferences, if any, applicable to shares of the Preferred Stock or any class or series thereof, each share of Common Stock shall entitle the holder of record thereof to receive dividends out of funds legally available therefor, when, as and if declared by the board of directors of the Corporation with respect to any of such class of stock.  No dividend shall be declared or paid in respect of any Common Stock unless the holders of both the Series A Common Stock and the Series B Common Stock receive the same per share dividend, payable in the same amount and type of consideration, as if such series constituted a single series, except that if any dividend is declared that is payable in shares of Series A Common Stock or Series B Common Stock, such dividend shall be declared and paid at the same rate per share with respect to the Series A Common Stock and the Series B Common Stock, and the dividend payable on shares of Series A Common Stock shall be payable only in shares of Series A Common Stock and the dividend payable on shares of Series B Common Stock shall be payable only in shares of Series B Common Stock.

(b)Liquidation Rights.  The holders of Common Stock shall be entitled to participate in the net assets of the Corporation remaining after any dissolution, liquidation or winding up of the affairs of the Corporation, whether voluntary or involuntary, and after payment or provision for the payment of the debts and liabilities of the Corporation and payment of the liquidation preference of any shares of capital stock of the Corporation having such a preference (specifically including the Preferred Stock), distributing such proceeds pro-rata among the holders of Common Stock.  The holders of the Series A Common Stock and the Series B Common Stock shall participate in such assets as if such series constituted a single series of stock.  A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety, or any purchase or redemption of capital stock of the Corporation of any class, shall not be regarded as “liquidation, dissolution or winding up of the affairs of the Corporation” within the meaning of this Section 1(b).

(c)Voting Rights.

(i)Series A Common Stock.  Except as may otherwise be expressly required by the General Corporation Law of Delaware, each share of Series A Common Stock shall entitle the registered holder thereof to one vote on all matters brought before the stockholders of the Corporation for a vote.

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(ii)Series B Common Stock.  Except as may otherwise be expressly required by the General Corporation Law of Delaware, shares of Series B Common Stock shall not entitle the registered holder thereof to vote on any matters brought before the stockholders of the Corporation for a vote.

(d)Stock Splits.  If the Corporation shall in any manner split or subdivide the outstanding shares of Series A Common Stock or Series B Common Stock, the outstanding shares of the other such series of Common Stock shall be split or subdivided in the same manner, proportionately and on the same basis per share.

(e)Automatic Conversion.  Upon the occurrence of an Initial Public Offering, without further action of the holders thereof, any outstanding shares of Series B Common Stock shall be automatically converted into shares of Series A Common Stock and certificates formerly representing outstanding shares of Series B Common Stock shall thereupon and thereafter represent the like number of shares of Series A Common Stock.  The term “Initial Public Offering” shall mean the first underwritten public offering (other than an offering of securities to employees of the Company) pursuant to an effective Registration Statement under the Securities Act covering the offer and sale of shares of Common Stock which results in the Company becoming (or being obligated to become) an entity with a class of equity securities that is the subject of a then effective registration statement pursuant to Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended.

2.Provisions Relating to the Senior Preferred Stock.

(a)Dividends.  For the purposes of this paragraph (a), January 1 of each year, commencing January 1, 1999, on which any Senior Preferred Stock shall be outstanding shall be deemed to be a “Dividend Date.”  The holders of shares of Senior Preferred Stock (“Senior Preferred Shares”) shall be entitled to receive from and after the date of issuance, if, when and as declared by the Board of Directors out of funds legally available therefor, cumulative dividends at the rate of 8% per annum (for purposes of this Paragraph (a), the “Senior Preferred Dividend Rate”) on each Senior Preferred Share and no more, calculated on the Liquidation Preference (as hereinafter defined) on the basis of a year of 360 days consisting of twelve 30-day months plus actual number of days elapsed.  Dividends on each Senior Preferred Share shall accumulate, without interest, and be cumulative from and after the date of original issuance of such share.  The initial Liquidation Preference per share of Senior Preferred Stock shall be $1,000 per share.  On each Dividend Date, the Liquidation Preference shall be increased by adding to the then existing Liquidation Preference the amount of dividends (whether or not declared) accumulated and unpaid during the annual period prior to such Dividend Date. To the extent that such accumulated and unpaid dividends have been taken into account to increase the amount of Liquidation Preference on a Dividend Date, such accumulated dividends shall cease to be considered accumulated and unpaid dividends from and after such Dividend Date.

When dividends are not paid in full upon all shares of Senior Preferred Stock, all dividends declared upon shares of Senior Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Senior Preferred Stock bear to each other the same ratio that the accumulated dividends per share on the shares of Senior Preferred Stock bear to each other. As long any shares of Senior Preferred Stock remain outstanding, then:

3

(i) no dividends in cash, stock or other property may be paid or declared and set aside for payment or any other distribution made upon any shares of Common Stock or Junior Preferred Stock (collectively, “Junior Stock”) of the Corporation (other than dividends or distributions in Junior Stock); and (ii) no shares of Junior Stock may be acquired for consideration except by conversion into or exchange for, Junior Stock.

(b)Preference on Liquidation, Dissolution or Winding Up.   During any proceedings for the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders or the Senior Preferred Stock shall be entitled to receive, before any distribution of the assets of the Corporation shall be made in respect of the outstanding Common Stock or Junior Preferred Stock, an amount in cash for each share of Series A Preferred Stock equal to the Liquidation Preference, or funds necessary for such payment shall have been set aside in trust for the account of the holders of the outstanding Senior Preferred Stock so as to be and continue available therefor. If upon such liquidation, dissolution or winding up, the assets of the Corporation shall be distributed to the holders of Senior Preferred Stock ratably until they shall have received the full amount to which they would otherwise be entitled. If the assets of the Corporation are sufficient to permit the payment of such amounts to the holders of the Senior Preferred Stock, the remainder of the assets of the Corporation, if any, after the distributions as aforesaid shall be distributed and divided ratably among the holders of the Junior Preferred Stock and Common Stock then outstanding according to their respective terms. A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety, or any purchase or redemption of capital stock of the Corporation of any class, shall not be regarded as a “liquidation, dissolution or winding up of the affairs of the Corporation” within the meaning of this Section 2 (b).

(c)Mandatory Redemption. On the date that either (i) an Initial Public Offering shall have been consummated or (ii) a Major Transaction (as defined below) has occurred, each holder of Senior Preferred Stock shall have the right, at its option, to cause the Corporation to redeem on such date all, but not less than all, of the outstanding shares of Senior Preferred Stock held by such holder, at a per share redemption price equal to the Liquidation Preference, together with all accrued and unpaid dividends through the effective date of redemption. “Major Transaction” means a single transaction involving, or a series of transactions having the cumulative effect of, the sale to a third party not affiliated with or related to either A. Scott Connelly, M.D. or TSG3 L.P., a Delaware limited partnership (“TSG3”) of all or substantially all of the assets or at least a majority of the Series A Common Stock of the Corporation, or a merger or consolidation of the Corporation with or into another corporation or other entity (in each case only if not affiliated with or related to either A. Scott Connelly, M.D. or TSG3) in which the Corporation is not the survivor, or any combination of the foregoing involving the Corporation.  If and to the extent that the holders of such Senior Preferred Shares so elect, in connection with any such Major Transaction (collectively, the “Electing Senior Holders”), the Electing Senior Holders shall be entitled to receive, before any distribution of the assets of the Corporation or other payment from a third party in connection with such transaction (“Major Transaction Payments”) shall be made in respect of the outstanding Common Stock or Junior Preferred Stock, an amount in cash for each share of Series A Preferred Stock equal to the Liquidation Preference in connection with the redemption of the Senior Preferred Shares held by the Electing Senior Holders.  If the Major Transaction Payments payable with respect to the shares of Senior Preferred Stock held by the Electing Senior Holders shall be insufficient to permit the payment to them of a per share amount

4

equal to the Liquidation Preference, such Major Transaction Payments shall be distributed to such holders ratably until they shall have received the full amount to which they would otherwise be entitled.  After the payments required to be made to the Senior Preferred Stock have been made in the manner described in this paragraph, the distributions as aforesaid shall be distributed and divided ratably first among the holders of the Junior Preferred Stock and then, to the extent available, ratably among the holders of Common Stock then outstanding according to their respective terms.

(d)Voting Rights.  Except as may otherwise be expressly required by the General Corporation Law of Delaware, shares of Senior Preferred Stock shall not entitle the registered holder thereof to vote on any matters brought before the stockholders of the Corporation for a vote.

3.Provisions Relating to the Junior Preferred Stock.

(a)Dividends.  For the purposes of this paragraph (a), January 1 of each year, commencing January 1, 1999, on which any Junior Preferred Stock shall be outstanding shall be deemed to be a “Dividend Date.”  Subject to the prior rights and preferences, if any, applicable to shares of the Senior Preferred Stock, the holders of Junior Preferred Shares shall be entitled to receive from and after the date of issuance, if, when and as declared by the Board of Directors out of funds legally available therefor, cumulative dividends at the rate of 8% per annum (for purposes of this Paragraph (a), the “Junior Preferred Dividend Rate”) on each Junior Preferred Share and no more, calculated on the Liquidation Preference (as hereinafter defined) on the basis of a year of 360 days consisting of twelve 30-day months plus actual number of days elapsed.  Dividends on each Junior Preferred Share shall accumulate, without interest, and be cumulative from and after the date of original issuance of such share.  The initial Liquidation Preference per share of Junior Preferred Stock shall be $1,000 per share.  On each Dividend Date, the Liquidation Preference shall be increased by adding to the then existing Liquidation Preference the amount of dividends (whether or not declared) accumulated and unpaid during the annual period prior to such Dividend Date.  To the extent that such accumulated and unpaid dividends have been taken into account to increase the amount of Liquidation Preference on a Dividend Date, such accumulated dividends shall cease to be considered accumulated and unpaid dividends from and after such Dividend Date.

When dividends are not paid in full upon all shares of Junior Preferred Stock, all dividends declared upon shares of Junior Preferred Stock will be declared pro rata so that in all cases the amount of dividends declared per share on the Junior Preferred Stock bear to each other the same ratio that the accumulated dividends per share on the shares of Junior Preferred Stock bear to each other. As long any shares of Junior Preferred Stock remain outstanding, then: (i) no dividends in cash, stock or other property may be paid or declared and set aside for payment or any other distribution made upon any shares of Common Stock of the Corporation (other than dividends or distributions in Common Stock); and (ii) no shares of Common Stock may be acquired for consideration except by conversion into or exchange for, Common Stock.

(b)Preference on Liquidation, Dissolution or Winding Up. During any proceedings for the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Junior Preferred Stock shall be entitled to receive, before any

5

distribution of the assets of the Corporation shall be made in respect of the outstanding Common Stock, but subject to any distribution to the holders of the Senior Preferred Stock in respect of such shares, an amount in cash for each share of Junior Preferred Stock equal to the Liquidation Preference, or funds necessary for such payment shall have been set aside in trust for the account of the holders of the outstanding Junior Preferred Stock so as to be and continue available therefor. If upon such liquidation, dissolution or winding up, the assets distributable to the holders of the Junior Preferred Stock as aforesaid shall be insufficient to permit the payment to them of a per share amount equal to the Preferred Stock ratably until they shall have received the full amount to which they would otherwise be entitled. If the assets of the Corporation are sufficient to permit the payment of such amounts to the holders of the Junior Preferred Stock, the remainder of the assets of the Corporation, if any, after the distributions as aforesaid shall be distributed and divided ratably among the holders of the Common Stock (and any other shares of the Corporation’s stock which rank inferior to the Junior Preferred Stock) then outstanding according their respective shares. A consolidation or merger of the Corporation, a sale or transfer of substantially all of its assets as an entirety, or any purchase or redemption of capital stock of the Corporation of any class, shall not be regarded as a “liquidation, dissolution, or winding up of the affairs of the Corporation” within the meaning of this Section 3(b).

(c)Mandatory Redemption. On the date that either (i) an Initial Public Offering shall have been consummated or (ii) a Major Transaction (as defined in Section 3(c)) has occurred, each holder of Junior Preferred Stock shall have the right, at its option, to cause the Corporation to redeem on such date all of the outstanding shares of Junior Preferred Stock held by such holder, at a per share redemption price equal to the Liquidation Preference, together with all accrued and unpaid dividends through the effective date of redemption. If and to the extent that the holders of such Junior Preferred Stock so elect, in connection with any such Major Transaction (collectively, the “Electing Junior Holders”), the Electing Junior Holders shall be entitled to receive, before any Major Transaction Payments shall be made in respect of the outstanding Common Stock, an amount in cash for each share of Junior Preferred Stock equal to the Liquidation Preference in connection with the redemption of the Junior Preferred Shares held by the Electing Junior Holders. If the Major Transaction Payments payable with respect to the shares of Junior Preferred Stock held by the Electing Junior Holders shall be insufficient to permit the payment to them of a per share amount equal to the Liquidation Preference, such Major Transaction Payments shall be distributed to such holders ratably until they shall have received the full amount to which they would otherwise be entitled. After the payments required to be made to the Junior Preferred Stock have been made in the manner described in this paragraph, the distributions as aforesaid shall be distributed and divided  ratably among the holders of Common Stock then outstanding according to their respective terms.

(d)Voting Rights. Except as may otherwise be expressly required by the General Corporation Law of Delaware, shares of Junior Preferred Stock shall not entitle the registered holder thereof to vote on any matters brought before the stockholders of the Corporation for a vote.

4.General.

(a)Subject to the foregoing provisions of this Amended and Restated Certificate of Incorporation, the Corporation may issue shares of its Preferred Stock and Common Stock from

6

time to timefor such consideration (not less than the par value thereof) as may be fixed by the board of directors of the Corporation, which is expressly authorized to fix the same in its absolute discretion subject to the foregoing conditions. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.

(b)The Corporation shall have authority to create and issue rights and options entitling their holders to purchase shares of the Corporation’s capital stock of any class or series or other securities of the Corporation, and such rights and options shall be evidenced by instrument(s) approved by the board of directors of the Corporation. The board of directors of the Corporation shall be empowered to set the exercise price, duration, times for exercise, and other terms of such rights or options; provided, however, that the consideration to be receive for any shares of capital stock subject thereto shall not be less than the par value thereof.

(c)Unless otherwise required by law, neither the shares of Preferred Stock nor the shares of Common Stock shall have any voting powers, preferences or relative, participating, optional or other special rights other than those specifically set forth herein.

FIFTH:  The name of the incorporator is J. Mark Metts and his mailing address is c/o Vinson & Elkins L.L.P., 2300 First City Tower, 1001 Fannin, Houston, Texas 77002-6760.

SIXTH:  The name and mailing address of the Initial Director, who shall serve until the first annual meeting of stockholders or until his successors are elected and qualified, are as follows:

Name	Address
Charles H. Esserman	250 Montgomery Street San Francisco, CA 94104

The number of directors of the Corporation shall be as specified in, or determined in the manner provided in, the bylaws.  Election of directors need not be by written ballot.

SEVENTH:  In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation.

EIGHTH:  Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a

7

majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

NINTH:  No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

TENTH:  The Corporation shall have the right, subject to any express provisions or restrictions contained in the certificate of incorporation or bylaws of the Corporation, from time to time, to amend the certificate of incorporation or any provision thereof in any manner now or hereafter provided by law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by the certificate of incorporation or any amendment thereof are subject to such right of the Corporation.

This Amended and Restated Certificate of Incorporation was duly adopted by written consent of the stockholders in accordance with Sections 228, 242 and 245 of the General Corporation Law of the state of Delaware.

8

IN WITNESS WHEREOF, said MET-Rx Nutrition, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by James L. O’Hara, its Vice President and Secretary, this 4th day of January, 1999.

MET-RX NUTRITION, INC.
By:	/s/ James L. O’Hara
	James L. O’Hara,
	Vice President and Secretary

9

EX-3.28

Exhibit 3.28

AMENDED AND RESTATED
BYLAWS


OF


MET-Rx Nutrition, Inc.

A Delaware Corporation

Date of Adoption: November 2, 1998
Date of Amendment and Restatement: January 5, 1999

MET-Rx Nutrition, Inc.

BYLAWS

Table of Contents

		Page
Article I Offices		1
Section 1.	Registered Office	1
Section 2.	Other Offices	1
Article II Shareholders		1
Section 1.	Place of Meetings	1
Section 2.	Quorum; Adjournment of Meetings	1
Section 3.	Annual Meetings	2
Section 4.	Special Meetings	2
Section 5.	Record Date	2
Section 6.	Notice of Meetings	2
Section 7.	Stock List	3
Section 8.	Proxies	3
Section 9.	Voting; Elections; Inspectors	3
Section 10.	Conduct of Meetings	4
Section 11.	Treasury Stock	4
Section 12.	Action Without Meeting	4
Article III Board of Directors		5
Section 1.	Certain Defined Terms	5
Section 2.	Power; Number; Term of Office	6
Section 3.	Quorum; Required Vote for Board Action	6
Section 4.	Certain Special Voting Requirements	8
Section 5.	Place of Meetings; Order of Business	9
Section 6.	First Meeting	9
Section 7.	Regular Meetings	9
Section 8.	Special Meetings	9
Section 9.	Removal	9
Section 10.	Vacancies; Increases in the Number of Directors	9
Section 11.	Compensation	9
Section 12.	Action Without a Meeting; Telephone Conference Meeting	10
Section 13.	Approval or Ratification of Acts or Contracts by Shareholders	10
Article IV Officers		10
Section 1.	Number, Titles and Term of Office	10
Section 2.	Salaries	10
Section 3.	Removal	11
Section 4.	Vacancies	11
Section 5.	Powers and Duties of the Chief Executive Officer	11

Section 6.	Powers and Duties of the Chairman of the Board of Directors	11
Section 7.	Powers and Duties of the President	11
Section 8.	Vice Presidents	11
Section 9.	Treasurer	12
Section 10.	Assistant Treasurers	12
Section 11.	Secretary	12
Section 12.	Assistant Secretaries	12
Section 13.	Action with Respect to Securities of Other Corporations	12
Article V Indemnification of Directors, Officers, Employees and Agents		12
Section 1.	Right to Indemnification	12
Section 2.	Indemnification of Employees and Agents	13
Section 3.	Right of Claimant to Bring Suit	13
Section 4.	Nonexclusivity of Rights	14
Section 5.	Insurance	14
Section 6.	Savings Clause	14
Section 7.	Definitions	14
Article VI Capital Stock		15
Section 1.	Certificates of Stock	15
Section 2.	Transfer of Shares	15
Section 3.	Ownership of Shares	15
Section 4.	Regulations Regarding Certificates	15
Section 5.	Lost or Destroyed Certificates	15
Article VII Miscellaneous Provisions		16
Section 1.	Fiscal Year	16
Section 2.	Corporate Seal	16
Section 3.	Notice and Waiver of Notice	16
Section 4.	Resignations	16
Section 5.	Facsimile Signatures	16
Section 6.	Reliance upon Books, Reports and Records	17
Article VIII Amendments		17

ii

AMENDED AND RESTATED BYLAWS

OF

MET-Rx Nutrition, Inc.

Article I

Offices

Section 1.Registered Office.  The registered office of the Corporation required by the General Corporation Law of the State of Delaware to be maintained in the State of Delaware shall be the registered office named in the original Certificate of Incorporation of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the manner provided by law. Should the Corporation maintain a principal office within the State of Delaware, such registered office need not be identical to such principal office of the Corporation.

Section 2.Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Article II

Shareholders

Section 1.Place of Meetings.  All meetings of the shareholders shall be held at the principal office of the Corporation, or at such other place within or without the State of Delaware as shall be specified or fixed in the notices or waivers of notice thereof.

Section 2.Quorum; Adjournment of Meetings.  Unless otherwise required by law or provided in the Certificate of Incorporation or these bylaws, the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of shareholders for the transaction of business and the act of a majority of such stock so represented at any meeting of shareholders at which a quorum is present shall constitute the act of the meeting of shareholders. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the chairman of the meeting or the holders of a majority of the issued and outstanding stock, present in person or represented by proxy, at any meeting of shareholders, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at such meeting. At such

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adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally called.

Section 3.Annual Meetings.  An annual meeting of the shareholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix and set forth in the notice of the meeting, which date shall be within thirteen (13) months subsequent to the later of the date of incorporation or the last annual meeting of shareholders.

Section 4.Special Meetings.  Unless otherwise provided in the Certificate of Incorporation, special meetings of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board (if any), by the President or by a majority of the Board of Directors, and shall be called by the Chairman of the Board (if any), by the President or the Secretary upon the written request therefor, stating the purpose or purposes of the meeting, delivered to such officer, signed by the holder(s) of at least 25% of the issued and outstanding stock entitled to vote at such meeting.

Section 5.Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors of the Corporation may fix, in advance, a date as the record date for any such determination of shareholders, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If the Board of Directors does not fix a record date for any meeting of the shareholders, the record date for determining shareholders entitled to notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with Article VII, Section 3 of these bylaws notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If, in accordance with Section 12 of this Article II, corporate action without a meeting of shareholders is to be taken, the record date for determining shareholders entitled to express consent to such corporate action in writing, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6.Notice of Meetings.  Written notice of the place, date and hour of all meetings, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given by or at the direction of the Chairman of the Board (if any) or the

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President, the Secretary or the other person(s) calling the meeting to each shareholder entitled to vote thereat not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice may be delivered either personally or by mail. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation.

Section 7.Stock List.  A complete list of shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order for each class of stock and showing the address of each such shareholder and the number of shares registered in the name of such shareholder, shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

Section 8.Proxies.  Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Proxies for use at any meeting of shareholders shall be filed with the Secretary, or such other officer as the Board of Directors may from time to time determine by resolution, before or at the time of the meeting. All proxies shall be received and taken charge of and all ballots shall be received and canvassed by the secretary of the meeting who shall decide all questions touching upon the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the chairman of the meeting, in which event such inspector or inspectors shall decide all such questions.

No proxy shall be valid after three (3) years from its date, unless the proxy provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power.

Should a proxy designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

Section 9.Voting; Elections; Inspectors.  Unless otherwise required by law or provided in the Certificate of Incorporation, each shareholder shall have one vote for each share of stock entitled to vote which is registered in his name on the record date for the meeting. Shares registered in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaw (or comparable instrument) of such corporation may prescribe, or in the absence of such provision, as the Board of Directors (or comparable body) of such corporation may determine. Shares registered in the name of a deceased person may be voted by his executor or administrator, either in person or by proxy.

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All voting, except as required by the Certificate of Incorporation or where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by shareholders holding a majority of the issued and outstanding stock present in person or by proxy at any meeting a stock vote shall be taken. Every stock vote shall be taken by written ballots, each of which shall state the name of the shareholder or proxy voting and such other information as may be required under the procedure established for the meeting. All elections of directors shall be by ballot, unless otherwise provided in the Certificate of Incorporation.

At any meeting at which a vote is taken by ballots, the chairman of the meeting may appoint one or more inspectors, each of whom shall subscribe an oath or affirmation to execute faithfully the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Such inspector shall receive the ballots, count the votes and make and sign a certificate of the result thereof. The chairman of the meeting may appoint any person to serve as inspector, except no candidate for the office of director shall be appointed as an inspector.

Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited.

Section 10.Conduct of Meetings.  The meetings of the shareholders shall be presided over by the Chairman of the Board (if any), or if he is not present, by the President, or if neither the Chairman of the Board (if any), nor President is present, by a chairman elected at the meeting.  The Secretary of the Corporation, if present, shall act as secretary of such meetings, or if he is not present, an Assistant Secretary shall so act; if neither the Secretary nor an Assistant Secretary is present, then a secretary shall be appointed by the chairman of the meeting. The chairman of any meeting of shareholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order. Unless the chairman of the meeting of shareholders shall otherwise determine, the order of business shall be as follows:

(a)Calling of meeting to order.

(b)Election of a chairman and the appointment of a secretary if necessary.

(c)Presentation of proof of the due calling of the meeting.

(d)Presentation and examination of proxies and determination of a quorum.

(e)Reading and settlement of the minutes of the previous meeting.

(f)Reports of officers.

(g)The election of directors if an annual meeting, or a meeting called for that purpose.

(h)Unfinished business.

(i)New business.

(j)Adjournment.

Section 11.Treasury Stock.  The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it and such shares shall not be counted for quorum purposes.

Section 12.Action Without Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action permitted or required by law, the Certificate of Incorporation or these bylaws to be taken at a meeting of shareholders, may be taken without a meeting, without prior

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notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than a unanimous written consent shall be given by the Secretary to those shareholders who have not consented in writing.

Article III

Board of Directors

Section 1.Certain Defined Terms.  As used in Sections 3 and 4 of this Article III, the following terms shall have the meanings indicated:

Affiliate:  With respect to any Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. For purposes of this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

Capital Stock:  The Series A Common Stock, the Series B Common Stock, the Senior Preferred Stock, the Junior Preferred Stock and other capital stock of the Corporation.

Common Stock:  The Series A Common Stock, the Series B Common Stock and any other series of common stock of the Corporation that may be issued from time to time.

Junior Preferred Stock:  The 8% Junior Cumulative Preferred Stock, par value $.01 per share, of the Corporation.

Person:  Any natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments (whether federal, state or local, domestic or foreign, and including political subdivisions thereof) and agencies or other administrative or regulatory bodies thereof.

Related Person:  With respect to a natural person, such Person’s spouse, children (natural and adopted), grandchildren, brothers, sisters and parents and any spouse of any such person listed above (each such person herein a “Relative”), and, with respect to any Person, any partnership, trust, corporation or other legal entity of which more than 50% of the beneficial ownership or interest is directly or indirectly held by such Person or any Relative of such Person, and any other Affiliate of such Person.

Senior Preferred Stock:  The 8% Senior Cumulative Preferred Stock, par value $.01 per share, of the Corporation.

Series A Common Stock:  The Series A Common Stock, par value $.01 per share, of the Corporation.

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Series B Common Stock:  The Series B Common Stock, par value $.01 per share, of the Corporation.

Shansby Partnership Event:  The earliest date, if any, that both J. Gary Shansby and Charles H. Esserman have ceased (whether by death, resignation or removal) to serve as a general partner, managing member or similar official of TSG3 or any successor (or a general partner, managing member or similar official of the general partner, managing member or similar official of TSG3 or any successor or of any other entity or entities that serve in such capacity on behalf of TSG3 or any successor).

Shareholder:  Each holder of shares of Capital Stock (including, without limitation any person who becomes a Shareholder either by issuance from the Company, transfer from another Shareholder or otherwise).

Subsidiary:  (i) Any corporation or other entity a majority of the capital stock of which having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the Corporation or any direct or indirect Subsidiary of the Company or (ii) a partnership in which the Corporation or any direct or indirect Subsidiary is a general partner.

Section 2.Power: Number; Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and subject to the restrictions imposed by law or the Certificate of Incorporation, they may exercise all the powers of the Corporation.

The number of directors which shall constitute the whole Board of Directors shall be three natural persons. Each director shall hold office for the term for which he is elected, and until his successor shall have been elected and qualified or until his earlier death, resignation or removal.

Unless otherwise provided in the Certificate of Incorporation, directors need not be shareholders nor residents of the State of Delaware.

Section 3.Quorum: Required Vote for Board Action.  Unless otherwise provided in the Certificate of Incorporation or required by law, each director shall have one vote. A quorum for the transaction of business at a meeting of the Board of Directors shall exist when all, and not less than all, three directors are present, and the act of a majority of the directors present at such meeting at which a quorum is present shall be the act of the Board of Directors; provided, however, that none of the following actions may be taken by the Corporation without the approval of (1) three-fourths of the entire Board of Directors and (2) the holders of at least 60% of the Series A Common Stock:

(a)any merger, consolidation or conversion with or into any other entity or the reorganization, recapitalization, liquidation or dissolution of the Corporation, or the conveyance, sale, lease, transfer or other disposition of, in one transaction or a series of transactions, all or substantially all the business, properties or assets, whether now owned or hereafter acquired, or the acquisition by purchase or otherwise of all or substantially all the business, property or assets of, or stock or other evidence of beneficial ownership of, any Person;

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(b)the conveyance, sale, lease, transfer or other disposition of, in one transaction or a series of transactions, any material asset or group of assets, whether now owned or hereafter acquired.  For purposes of this paragraph (b), an asset or group of assets shall be deemed material if one or more of the following conditions is satisfied: (i) the aggregate purchase price therefor has a value of at least $5 million; (ii) such asset or group of assets has a book value of at least $5 million on the most recent balance sheet of the Corporation prepared in accordance with generally accepted accounting principles; (iii) such asset or group of assets consists of or includes any product formula, trademark, trade name or any other intellectual property right that is significant to the operations of the Corporation; or (iv) such asset or group of assets represents all or substantially all of a product line of the Corporation;

(c)any investment in, acquisition or purchase of any stock, partnership or joint venture interest or other security, any loan, advance or contribution of capital, any acquisition of real or personal property, and any purchase or commitment or option to purchase stock or other securities of or any interest in another Person (other than a wholly-owned, direct or indirect, Subsidiary) or any integral part of any business or the assets comprising such business or part thereof, in each case exceeding $10 million;

(d)any incurrence, rearrangement, amendment, modification, termination, suspension of material rights or refinancing of any indebtedness, whether recourse or otherwise, or agreement relating thereto, including guaranties, sale-leaseback arrangements, capital leases, installment sales arrangements and other similar financing arrangements or other deferred payment obligations for goods or services, in each case exceeding $10 million;

(e)any issuance of Capital Stock by the Corporation and any issuance of capital stock by any Subsidiary of the Corporation, or any transfer by the Corporation or any of its Subsidiaries of any such Subsidiary capital stock;

(f)except for those circumstances in which the provisions of Article III, Section 4(a) are applicable, any election, appointment or termination of the chief executive officer, chief operating officer or chief financial officer (or any position that is effectively comparable to any of the foregoing offices) or any amendment to or modification of the terms of employment of any such officer;

(g)any amendment to the Corporation’s Certificate of Incorporation or bylaws, other than to increase the number of authorized shares of Common Stock or to effect a stock split or stock dividend;

(h)except for transactions of the type described in Section 3(c) or (d) of this Article III that do not require the 60% vote of the holders of Series A Common Stock because such transaction satisfies an exemption stated therein or fails to exceed a minimum threshold set forth therein, any joint venture agreement or arrangement or partnership (in which the Corporation has general liability as a general partner or joint venturer) with, any other Person;

(i)except for those circumstances in which the provisions of Article III, Section 4(a) are applicable, the execution of, or modification or waiver of any rights under, any contract or arrangement with any Shareholder or any Affiliate or Related Party thereof other than

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agreements referred to in that certain Shareholder Agreement, dated as of January 5, 1999, by and among the Corporation, TSG3 L.P., a Delaware limited partnership, TSG2 L.P., a Delaware limited partnership, A. Scott Connelly, Leonard P. Moskovits and Jerrold Pellizzon (the “Shareholder Agreement”); provided, however, that any transactions meeting the criteria described in Schedule C to the Shareholder Agreement shall be deemed to have received the requisite approval required by this Section 3(i).

(j)the establishment of any committee of the Board of Directors;

(k)any amendment or termination of the advisory agreement between the Corporation and Mason Sundown LLC (or any other Affiliate of TSG3); or

(1)except for transactions of the type described in this Section 3(c) or (d) that do not require the 60% vote of the holders of Series A Common Stock because such transaction satisfies an exemption stated therein or fails to exceed a minimum threshold set forth therein, any investment in any other Person, except for temporary investments in securities issued or fully guaranteed as to principal and interest by the United States of America, commercial paper and other short term investments rated at least P-l by Moody’s Investor Services, or A-l by Standard & Poors Corporation, and money market funds, certificates of deposit, bankers acceptance or reverse repurchase agreements issued by or with any commercial bank incorporated in the United States having combined capital and surplus of at least $100,000,000.

Notwithstanding any provision in this Section 3 to the contrary, but subject to the following proviso, if a Shansby Partnership Event occurs, the 60% shareholder voting requirement set forth above shall be reduced to 51% and the required vote of directors shall be reduced to a majority instead of three-fourths of the total number of directors; provided, however, that the requirement for such higher thresholds for Board of Directors and shareholder approval shall continue to apply after any such Shansby Partnership Event to the extent that the matters set forth in this Section 3 relate to transactions or proposed transactions with any Shareholder or Related Person thereof.

Section 4.Certain Special Voting Requirements.  Notwithstanding any provision to the contrary in Section 3 of this Article III or elsewhere in these bylaws, none of the following actions may be taken by the Corporation without the approval of (1) a majority of the Board of Directors at a meeting at which a quorum is present and (2) the holders of at least 51% of the Series A Common Stock:

(a)the hiring of, electing, or entering into an employment agreement with, Leonard Moskovits or Jerrold Pellizzon in their capacities as chief executive officer, chief operating officer and/or chief financial officer of the Corporation or any Subsidiary thereof, or renewing any such employment agreement on identical terms to the applicable initial employment agreement (without the issuance of any additional shares of Capital Stock to such persons or accelerated vesting of any shares of Capital Stock granted to them); or

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(b)any transaction of the type described in Section 3(b), (c), (d) and (h) that does not require the approval of the holders of 60% of the Series A Common Stock because such transaction satisfies an exemption stated therein or fails to exceed a minimum threshold set forth therein.

Section 5.Place of Meetings: Order of Business.  The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by law, in such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine by resolution. At all meetings of the Board of Directors business shall be transacted in such order as shall from time to time be determined by the Chairman of the Board of Directors (if any), or in his absence by the President, or by resolution of the Board of Directors.

Section 6.First Meeting.  Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the shareholders. Notice of such meeting shall not be required. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the annual meeting of shareholders, the Board of Directors shall proceed to the election of the officers of the Corporation.

Section 7.Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.

Section 8.Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if any), the President or, on the written request of any director, by the Secretary, in each case on at least twenty-four (24) hours personal, written, facsimile, telegraphic, cable or wireless notice to each director. Such notice, or any waiver thereof pursuant to Article VII, Section 3 hereof, need not state the purpose or purposes of such meeting, except as may otherwise be required by law or provided for in the Certificate of Incorporation or these bylaws.

Section 9.Removal.  Any director or the entire Board of Directors may be removed, with or without cause, by the holders of at least 60% of the shares then entitled to vote at an election of directors.

Section 10.Vacancies: Increases in the Number of Directors.  Unless otherwise provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the shareholders in accordance with these bylaws. Any director so chosen shall hold office until the next annual election and until his successor shall be duly elected and shall qualify, unless sooner displaced.

Section 11.Compensation.  Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors.

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Section 12.Action Without a Meeting: Telephone Conference Meeting.  Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors, Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation, subject to the requirement for notice of meetings, members of the Board of Directors may participate in a meeting of such Board of Directors by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 13.Approval or Ratification of Acts or Contracts by Shareholders.  The Board of Directors in its discretion may submit any act or contract for approval or ratification at any annual meeting of the shareholders, or at any special meeting of the shareholders called for the purpose of considering any such act or contract, and any act or contract that shall be approved or be ratified by the vote of the shareholders holding a majority of the issued and outstanding shares of stock of the Corporation entitled to vote and present in person or by proxy at such meeting (provided that a quorum is present), shall be as valid and as binding upon the Corporation and upon all the shareholders as if it has been approved or ratified by every shareholder of the Corporation. In addition, any such act or contract may be approved or ratified by the written consent of shareholders holding a majority of the issued and outstanding shares of capital stock of the Corporation entitled to vote and such consent shall be as valid and as binding upon the Corporation and upon all the shareholders as if it had been approved or ratified by every shareholder of the Corporation.

Article IV

Officers

Section 1.Number, Titles and Term of Office.  The officers of the Corporation shall be a President, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Treasurer, a Secretary and, if the Board of Directors so elects, a Chairman of the Board of Directors and such other officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his successor shall be duly elected and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person, unless the Certificate of Incorporation provides otherwise. Except for the Chairman of the Board of Directors, if any, no officer need be a director.

Section 2.Salaries.  The salaries or other compensation of the officers and agents of the Corporation shall be fixed from time to time by the Board of Directors.

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Section 3.Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed, either with or without cause, by the vote of a majority of the whole Board of Directors at a special meeting called for the purpose, or at any regular meeting of the Board of Directors, provided the notice for such meeting shall specify that the matter of any such proposed removal will be considered at the meeting but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.Vacancies.  Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

Section 5.Powers and Duties of the Chief Executive Officer.  The President shall be the chief executive officer of the Corporation unless the Board of Directors designates the Chairman of the Board of Directors as chief executive officer. Subject to the control of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 6.Powers and Duties of the Chairman of the Board of Directors.  If elected, the Chairman of the Board of Directors shall preside at all meetings of the shareholders and of the Board of Directors; and he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 7.Powers and Duties of the President.  Unless the Board of Directors otherwise determines, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and, unless the Board of Directors otherwise determines, he shall, in the absence of the Chairman of the Board of Directors or if there be no Chairman of the Board of Directors, preside at all meetings of the shareholders and (should he be a director) of the Board of Directors; and he shall have such other powers and duties as designated in accordance with these bylaws and as from time to time may be assigned to him by the Board of Directors.

Section 8.Vice Presidents.  In the absence of the President, or in the event of his inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the absence of a designation by the Board of Directors of a Vice President to perform the duties of the President, or in the event of his absence or inability or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation shall so act. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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Section 9.Treasurer.  The Treasurer shall have responsibility for the custody and control of all the funds and securities of the Corporation, and he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board of Directors. He shall perform all acts incident to the position of Treasurer, subject to the control of the chief executive officer and the Board of Directors; and he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require.

Section 10.Assistant Treasurers.  Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the chief executive officer or the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability or refusal to act.

Section 11.Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the shareholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation affix the seal of the Corporation to all contracts of the Corporation and attest the affixation of the seal of the Corporation thereto; he may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; he shall have such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the Board of Directors; and he shall in general perform all acts incident to the office of Secretary, subject to the control of the chief executive officer and the Board of Directors.

Section 12.Assistant Secretaries.  Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as designated in these bylaws and as from time to time may be assigned to him by the chief executive officer or the Board of Directors. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act.

Section 13.Action with Respect to Securities of Other Corporations.  Unless otherwise directed by the Board of Directors, the chief executive officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.

Article V

Indemnification of Directors,
Officers. Employees and Agents

Section 1.Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil,

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criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative, is or was or has agreed to become a director or officer of the Corporation or is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving or having agreed to serve as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including without limitation, attorneys’ fees, judgments, fines, ER1SA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Article V shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a current, former or proposed director or officer in his or her capacity as a director or officer or proposed director or officer (and not in any other capacity in which service was or is or has been agreed to be rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnified person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Section or otherwise.

Section 2.Indemnification of Employees and Agents.  The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation, individually or as a group, with the same scope and effect as the indemnification of directors and officers provided for in this Article.

Section 3.Right of Claimant to Bring Suit.  If a written claim received by the Corporation from or on behalf of an indemnified party under this Article V is not paid in full by the Corporation within ninety days after such receipt, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the

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burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 4.Nonexclusivity of Rights.  The right to indemnification and the advancement and payment of expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any law (common or statutory), provision of the Certificate of Incorporation of the Corporation, bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

Section 5.Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

Section 6.Savings Clause.  If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director and officer of the Corporation, as to costs, charges and expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.Definitions.  For purposes of this Article, reference to the “Corporation” shall include, in addition to the Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger prior to (or, in the case of an entity specifically designated in a resolution of the Board of Directors, after) the adoption hereof and which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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Article VI

Capital Stock

Section 1.Certificates of Stock.  The certificates for shares of the capital stock of the Corporation shall be in such form, not inconsistent with that required by law and the Certificate of Incorporation, as shall be approved by the Board of Directors. The Chairman of the Board of Directors (if any), President or a Vice President shall cause to be issued to each shareholder one or more certificates, under the seal of the Corporation or a facsimile thereof if the Board of Directors shall have provided for such seal, and signed by the Chairman of the Board of Directors (if any), President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer certifying the number of shares (and, if the stock of the Corporation shall be divided into classes or series, the class and series of such shares) owned by such shareholder in the Corporation; provided, however, that any of or all the signatures on the certificate may be facsimile. The stock record books and the blank stock certificate books shall be kept by the Secretary, or at the office of such transfer agent or transfer agents as the Board of Directors may from time to time by resolution determine. In case any officer, transfer agent or registrar who shall have signed or whose facsimile signature or signatures shall have been placed upon any such certificate or certificates shall have ceased to be such officer, transfer agent or registrar before such certificate is issued by the Corporation, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The stock certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares.

Section 2.Transfer of Shares.  The shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives upon surrender and cancellation of certificates for a like number of shares. Upon surrender to the Corporation or a transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 3.Ownership of Shares.  The Corporation shall be entitled to treat the holder of record of any share or shares of capital stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

Section 4.Regulations Regarding Certificates.  The Board of Directors shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.

Section 5.Lost or Destroyed Certificates.  The Board of Directors may determine the conditions upon which a new certificate of stock may be issued in place of a certificate which is

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alleged to have been lost, stolen or destroyed; and may, in their discretion, require the owner of such certificate or his legal representative to give bond, with sufficient surety, to indemnify the Corporation and each transfer agent and registrar against any and all losses or claims which may arise by reason of the issue of a new certificate in the place of the one so lost, stolen or destroyed.

Article VII

Miscellaneous Provisions

Section 1.Fiscal Year.  The fiscal year of the Corporation shall be such as established from time to time by the Board of Directors.

Section 2.Corporate Seal.  The Board of Directors may provide a suitable seal, containing the name of the Corporation. The Secretary shall have charge of the seal (if any). If and when so directed by the Board of Directors, duplicates of the seal may be kept and used by the Treasurer or by the Assistant Secretary or Assistant Treasurer.

Section 3.Notice and Waiver of Notice.  Whenever any notice is required to be given by law, the Certificate of Incorporation or under the provisions of these bylaws, said notice shall be deemed to be sufficient if given (i) by facsimile, telegraphic, cable or wireless transmission or (ii) by deposit of the same in a post office box in a sealed prepaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such transmission or mailing, as the case may be.

Whenever notice is required to be given by law, the Certificate of Incorporation or under any of the provisions of these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders or directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or the bylaws.

Section 4.Resignations.  Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the chief executive officer or Secretary, The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

Section 5.Facsimile Signatures.  In addition to the provisions for the use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors.

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Section 6.Reliance upon Books, Reports and Records.  Each director shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officers, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors, or in relying in good faith upon other records of the Corporation.

Article VIII

Amendments

If provided in the Certificate of Incorporation of the Corporation and subject to the terms of Sections 3 and 4 of these bylaws, the Board of Directors shall have the power to adopt, amend and repeal from time to time bylaws of the Corporation, subject to the right of the shareholders entitled to vote with respect thereto to amend or repeal such bylaws as adopted or amended by the Board of Directors.

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EX-3.29

Exhibit 3.29

RESTATED ARTICLES OF INCORPORATION

OF

MET-Rx SUBSTRATE TECHNOLOGY, INC.

James L. O’Hara hereby certifies that:

1.They are the president and the secretary, respectively, of MET-Rx SUBSTRATE TECHNOLOGY, INC., a California corporation (“corporation”).

2.The Articles of Incorporation of this corporation are restated to read as follows:

I

The name of this corporation is MET-Rx SUBSTRATE TECHNOLOGY, INC.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name in the State of California of this corporation’s initial agent for service of process is CT Corporation System.

IV

This corporation is authorized to issue only one class of shares of stock and the total number of shares that this corporation is authorized to issue is 1,000.

V

So long as MET-Rx Nutrition, Inc., a Delaware corporation, owns a majority of the issued and outstanding shares of capital stock of this corporation, all transactions by this corporation that require approval of the directors of this corporation shall require the prior approval (by vote or written consent) of a majority of the issued and outstanding shares of capital stock of this corporation, notwithstanding that applicable law would otherwise permit those actions without such approval.

VI

The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

VII

This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to this corporation and its shareholders.

3.The foregoing restatement of Articles of Incorporation has been duly approved by the Board of Directors.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: January 5, 1999
	/s/ James L. O’Hara
	James L. O’Hara, Vice President
	/s/ James L. O’Hara
	James L. O’Hara, Secretary

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EX-3.30

Exhibit 3.30

AMENDMENT TO BYLAWS
OF
MET-Rx SUBSTRATE TECHNOLOGY, INC.
(f/k/a SUBSTRATE ACQUISITION, INC.)

By written consent of the sole director and sole shareholder of MET-Rx Substrate Technology, Inc. (f/k/a/ Substrate Acquisition, Inc.), a California corporation (the “Corporation”), and in accordance with Article 10 of the Corporation’s Bylaws, Sections 4.2, 4.5.6, 4.5.11, 10.1 and 10.2 have been amended effective as of January 5, 1999 to read in their entirety as follows:

Section 4.2.  Number and Qualification of Directors.  The authorized number of Directors shall be three (3). Directors need not be residents of the State of California nor shareholders of the Corporation.

Section 4.5.6  Quorum and Voting.  So long as MET-Rx Nutrition, Inc., a Delaware corporation, owns a majority of the issued and outstanding shares of capital stock of this corporation, all transactions by this corporation shall require the prior approval (by vote or written consent) of the shareholders, notwithstanding that applicable law would otherwise permit those actions without such approval.

Section 4.5.11 Committees of Directors.  Meetings and action of committees shall be governed by, and held and taken in accordance with, the applicable provisions of this Section 4 of these Bylaws, with such changes in the context of these Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with provisions of these Bylaws.

The Board of Directors may by resolution, subject to the terms of Section 4.5.6 of these Bylaws, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. The Board may designate one or more Directors as alternate members of any committee, who may replace an absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board, shall have the authority of the Board, except with respect to:

(a)The approval of any action which, under the Code, also requires shareholders’ approval or approval of the outstanding shares;

(b)The filling of vacancies on the Board of Directors or in any committee;

(c)The fixing of compensation of the Directors for serving on the Board or any committee;

(d)The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f)A distribution to the shareholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(g)The appointment of any other committees of the Board of Directors or the members of these committees.

Article 10 Amendments.  Subject to the terms of Section 4.5.6 of these Bylaws, the Bylaws may be amended in accordance with the General Corporation Law of the State of California.

AMENDMENT TO BYLAWS

By written consent of the board of directors and majority shareholders of MET-Rx SUBSTRATE TECHNOLOGY, INC., a California corporation (the “Corporation”), and in accordance with Article 10 of the Corporation’s Bylaws, Section 7.3 of the Corporation’s Bylaws has been repealed effective as of January 1, 1996, and Section 4.2 of the Corporation’s Bylaws has been amended effective as of May 1, 1994 to read in its entirety as follows:

Section 4.2.  Number and Qualification of Directors.  The number of directors of the Corporation shall not be less than four (4) nor more than nine (9). The exact number of directors shall be fixed, within the limits specified, by approval of the Board of Directors or by the shareholders. The indefinite number of Directors may be changed, or a definite number may be fixed without provision for an indefinite number, by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that an amendment reducing the fixed number or the minimum number of Directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon. No amendment may change the maximum number of authorized Directors to a number greater than two (2) times the stated minimum number of Directors minus one (1).

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

The remainder of the Corporation’s bylaws remain in full force and effect.

BYLAWS OF

MET-RX SUBSTRATE TECHNOLOGY. INC.,

a California corporation

1.INTRODUCTION.

These Bylaws have been prepared in accordance with mandatory and optional provisions, rules of construction and definitions of the California Corporations Code (“Code”). Where a conflict exists, the provisions of these Bylaws will control over optional provisions of the Code.

2.OFFICES.

2.1Principal Offices.

The Board of Directors shall fix and may from time to time change the location of the principal executive office of the Corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the Corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of California.

2.2Branch Offices.

The Board of Directors may at any time establish additional offices wherever the Corporation is qualified to do business.

3.SHAREHOLDERS.

3.1Place of Meetings.

Meetings of shareholders shall be held at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation.

3.2Annual Meeting.

The annual meeting of shareholders shall be held on the fifteenth (15th) day of the third month after the fiscal year end, at 10:00 a.m. However, if the designated date falls on a Saturday, Sunday or legal holiday, then the meeting shall be held on the next succeeding full business day. At this meeting, Directors shall be elected, and any other proper business may be transacted.

3.3Special Meeting.

A special meeting of the shareholders may be called at any time by the Board of Directors, the Chairman of the Board, or by the President, or by one or more shareholders

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holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice-President or the Secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 3.4 and 3.5, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this Section 3.3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held.

3.4Notice of Shareholders’ Meetings.

All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 3.5 not less than ten (10) nor more than sixty (60) days before the date of the meeting. The notice shall specify the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, or (b) in the case of the annual meeting, those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the shareholders. The notice of any meeting at which Directors are to be elected shall include the name of any nominee or nominees whom, at the time of the notice, management intends to present for election.

If a proposal is made to approve (a) a contract or transaction in which a Director has a direct or indirect financial interest, pursuant to Code Section 310, (b) an amendment of the Articles of Incorporation, pursuant to Code Section 902, (c) a reorganization of the Corporation, pursuant to Code Section 1201, (d) a voluntary dissolution of the Corporation, pursuant to Code Section 1900, or (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Code Section 2007, the notice shall also state the general nature of such proposal.

3.5Manner of Giving Notice: Affidavit of Notice.

Notice of any meeting of shareholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. If no such address appears on the Corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the Corporation’s principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail, or delivered to a common carrier

2

for transmission to the recipient or actually transmitted by electronic means to the recipient by the person giving the notice.

If any notice addressed to a shareholder at the address of that shareholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the Corporation for a period of one year from the date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any shareholders’ meeting shall be executed by the Secretary, Assistant Secretary or any transfer agent of the Corporation giving the notice, and shall be filed and maintained in the minute book of the Corporation.

3.6Quorum.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of shareholders shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

3.7Adjourned Meeting; Notice.

Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at the meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Section 3.6.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any such adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 3.4 and 3.5. At any adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.

3.8Voting.

The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 3.11, subject to the provisions of Code Section 702. The shareholders’ vote may be by voice vote or by ballot; provided, however, that any election of Directors must be by ballot if demanded by any shareholder before the voting has

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begun. On any matter other than elections of Directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of Directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Code or by the Articles of Incorporation.

At a shareholders’ meeting at which Directors are to be elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any one or more candidates a number of votes greater than the number of the shareholder’s shares) unless the candidates’ names have been placed in nomination prior to commencement of the voting and a shareholder has given notice prior to commencement of the voting of the shareholder’s intention to cumulate votes. If any shareholder has given such a notice, then every shareholder entitled to vote may cumulate votes for candidates in nomination and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which that shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among any or all of the candidates, as the shareholder thinks fit. The candidates receiving the highest number of votes, up to the number of Directors to be elected, shall be elected.

3.9Waiver of Notice or Consent by Absent Shareholders.

The transactions of any meeting of shareholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 3.4, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of and presence at that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting, but not so included, if that objection is expressly made at the meeting.

3.10Shareholder Action by Written Consent Without a Meeting.

Pursuant to Code Section 603, any action which may be taken at any annual or special meeting of shareholders may be taken without prior notice, if a consent in writing, setting

4

forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on that action were present and voted. In the case of election of Directors, such consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors, other than a vacancy created by removal of a Director, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of Directors. All such consents shall be filed with the Secretary of the Corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder’s proxy holders, or a transferee of the shares or a personal representative of the shareholder or their respective proxy holders, may revoke the consent by a writing received by the Secretary of the Corporation before written consents of the number of shares required to authorize the proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in writing, and if the unanimous written consent of all such shareholders shall not have been received, the Secretary shall give prompt notice of the corporate action approved by the shareholders without a meeting. This notice shall be given in the manner specified in Section 3.5. In the case of approval of (a) contracts or transactions in which a Director has a direct or indirect financial interest, pursuant to Code Section 310, (b) indemnification of agents of the Corporation, pursuant to Code Section 317, (c) a reorganization of the Corporation, pursuant to Code Section 1201, and (d) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Code Section 2007, the notice shall be given at least ten (10) days before the consummation of any action authorized by that approval.

3.11Record Date for Shareholder Notice, Voting and Giving Consents.

For purposes of determining the shareholders entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only shareholders of record at the close of business on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Code.

If the Board of Directors does not so fix a record date:

(a)The record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.

(b)The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the Board has been taken, shall be the day on which the first written consent is given, or (ii) when prior action of the

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Board has been taken, shall be at the close of business on the day on which the Board adopts the resolution relating to that action, or the sixtieth (60th) day before the day of such other action, whichever is later.

3.12Proxies.

Every person entitled to vote for Directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the Secretary of the Corporation. A proxy shall be deemed signed if the shareholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the shareholder or the shareholder’s attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (a) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the person executing the proxy; or (b) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Code Sections 705(e) and 705(f).

3.13Inspectors of Election.

Before any meeting of shareholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are so appointed, the Chairman of the meeting may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as an inspector fails to appear or fails or refuses to act, the Chairman of the meeting may, and upon the request of any shareholder or a shareholder’s proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a)Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b)Receive votes, ballots or consents;

(c)Hear and determine all challenges and questions in any way arising in connection with the right to vote;

(d)Count and tabulate all votes or consents;

(e)Determine when the polls shall close;

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(f)Determine the result; and

(g)Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

3.14Conduct of Shareholders’ Meetings.

The Board may designate the person to preside as Chairman at shareholders’ meetings. In the absence of such designation, the President shall preside. The Secretary, or in his absence an Assistant Secretary or such other person as shall be designated by the Board, shall act as Secretary of the meeting.

The Chairman shall conduct the shareholders’ meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedures, subject to the following:

(a)The Chairman’s rulings on procedural matters shall be conclusive and binding on all shareholders, unless at the time of a ruling a request for a vote is made to the shareholders entitled to vote and present in person or by proxy at the meeting, in which case the decision of a majority of such shares shall be conclusive and binding on all shareholders.

(b)If disorder shall arise which prevents continuation of the legitimate business of the meeting, the Chairman may quit the chair and announce the adjournment of the meeting; and upon his so doing, the meeting is immediately adjourned.

(c)The Chairman may ask or require that anyone not a bona fide shareholder or proxy leave the meeting.

(d)A resolution or motion shall only be considered for a vote if proposed by a shareholder or duly authorized proxy, and seconded by an individual, who is a shareholder or a duly authorized proxy, other than the individual who proposed the resolution or motion.

4.DIRECTORS.

4.1Powers and Standard of Care.

Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these Bylaws relating to actions required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. Each Director shall perform his duties as a Director, including the duties as a member of any committee of the Board upon which he serves, in good faith, in a manner which he believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances (Code Section 309). By way of illustration and not limitation, and without derogating from their general powers, the Directors shall have the power to:

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(a)Appoint or elect all officers, prescribe their duties and determine their compensation, and to discharge them with or without cause. Unless otherwise required in these Bylaws or by resolution of the Board, the officers so employed are hereby delegated the duty to fix compensation, terms and duties of employment of other corporate employees, and require from them security for performance.

(b)Borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

(c)Authorize the issuance of shares of stock of the Corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received, or in the case of shares issued as a dividend against amounts transferred from surplus to stated capital.

(d)Change the principal executive office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency or country and conduct business within or without the State of California; and designate any place within or without the State of California for the holding of any shareholders’ meeting, or meetings, including annual meetings.

(e)Adopt, make and use a corporate seal; prescribe the forms of certificates of stock; and alter the form of the seal and certificate.

4.2Number and Qualification of Directors.

The authorized number of Directors shall be two (2), until changed by a duly adopted amendment to the Articles of Incorporation, or if not prohibited by the Articles, by an amendment to this Bylaw adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. If the number of authorized Directors is or becomes five or more, an amendment reducing the number of Directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16-2/3% of the outstanding shares entitled to vote. Directors need not be residents of the State of California nor shareholders of the Corporation.

4.3Election and Tenure.

Directors shall be elected at each annual meeting of the shareholders, to hold office until the next annual meeting. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. Subject to the limitations set out in Code Section 303, however, any or all of the Directors may be removed by approval of shareholders holding a majority of shares.

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4.4Vacancies.

A vacancy or vacancies on the Board of Directors shall be deemed to exist in the case of the death, resignation or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the shareholders fail, at any meeting of shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.

Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.

Vacancies on the Board of Directors may be filled by approval of the Board (Code Section 151) or, if the number of Directors then in office is less than a quorum, by (a) the unanimous written consent of the Directors then in office, (b) the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with Code Section 307 or (c) a sole remaining Director; except that a vacancy created by the removal of a Director by the vote or written consent of the shareholders or by court order may be filled only by action of the shareholders. Each Director so elected shall hold office until the next annual meeting of the shareholders and until a successor has been elected and qualified.

The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. Such election shall be by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that any such election by written consent to fill a vacancy created by removal shall require the unanimous consent of all shares entitled to vote for the election of Directors.

No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director’s term of office expires.

4.5Meetings.

4.5.1Organizational Meetings.

Immediately following each annual meeting of shareholders, the Board shall hold a regular meeting at the place that the annual meeting of shareholders was held or at any other place that shall have been designated by the Board of Directors, for the purpose of organizing the new Board, electing officers and transacting other business. Call and notice of such meetings are not required.

4.5.2Place of Meetings and Meetings by Telephone.

Regular meetings of the Board of Directors may be held at any place within or outside the State of California that has been designated from time to time by resolution

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of the Board. In the absence of such a designation, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at the meeting.

4.5.3Regular Meetings.

Regular meetings of the Board of Directors may be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice.

4.5.4Special Meetings.

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice-President or the Secretary or any two (2) Directors.

Notice of the time and place of special meetings shall be delivered personally or by telephone to each Director or sent by first-class mail or telegram, charges prepaid, addressed to each Director at that Director’s address as it is shown on the records of the Corporation. In case the notice is mailed, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. In case the notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated either to the Director or to a person at the office of the Director whom the person giving the notice has reason to believe will promptly communicate it to the Director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the Corporation.

4.5.5Conduct of Meetings.

The Chairman of the Board or, in his absence, any person previously elected Vice-Chairman, or in the absence of both of them, the President of the Corporation, shall chair Directors’ meetings. The Chairman shall appoint a Recording Secretary whose duty shall be to record action taken at the meeting and present it to the Chairman of the Board for authentication and placement in the minute book of the Corporation. Votes may be oral, by show of hands, or by ballot.

4.5.6Quorum.

A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 4.5.8. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, subject to the provisions

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of Code Section 310 (approval of contracts or transactions in which a Director has a direct or indirect material financial interest), Code Section 311 (appointment of committees) and Code Section 317(e) (indemnification of Directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

4.5.7Waiver of Notice.

The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes. Any such waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement the lack of notice to that Director.

4.5.8Adjourned Meetings.

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 4.5.4, to the Directors who were not present at the time of the adjournment.

4.5.9Action Without a Meeting.

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

4.5.10Fees and Compensation of Directors.

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. This Section 4.5.10 shall not be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation for those services.

4.5.11Committees of Directors.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the applicable provisions of this Section 4 of these Bylaws, with such changes in the context of these Bylaws as are necessary to substitute the committee and its

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members for the Board of Directors and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee; special meetings of committees may also be called by resolution of the Board of Directors; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

The Board of Directors may, by resolution adopted by a majority of the authorized number of Directors, designate one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Any committee, to the extent provided in the resolution of the Board, shall have all the authority of the Board, except with respect to:

(a)The approval of any action which, under the Code, also requires shareholders’ approval or approval of the outstanding shares;

(b)The filling of vacancies on the Board of Directors or in any committee;

(c)The fixing of compensation of the Directors for serving on the Board or on any committee;

(d)The amendment or repeal of Bylaws or the adoption of new Bylaws;

(e)The amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;

(f)A distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or

(g)The appointment of any other committees of the Board of Directors or the members of these committees.

5.OFFICERS.

5.1Officers.

The officers of the Corporation shall be a President, a Secretary and a Chief Financial Officer (Treasurer), The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 5.3, Any number of offices may be held by the same person.

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5.2Election of Officers.

The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5, shall be chosen by the Board of Directors and shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.

5.3Subordinate Officers.

The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws, or as the Board of Directors may from time to time determine.

5.4Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or, except, in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; the acceptance of the resignation shall not be necessary to make ineffective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5Vacancies in Offices.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

5.6Chairman of the Board.

The Chairman of the Board, if such an officer is elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5.7.

5.7President.

Subject to such supervisory powers, if any, as may be given by the Bylaws or the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the

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Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

5.8Vice-Presidents.

In the absence or disability of the President, the Vice-Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, the Bylaws, the President or the Chairman of the Board.

5.9Secretary.

The Secretary shall keep, or cause to be kept, at the principal executive office or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of Directors, committees of Directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at Directors’ meetings or committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a record of shareholders, or a duplicate record of shareholders, showing the names of all shareholders and their addresses, the number and class of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary, or any Assistant Secretary, or if they are absent or unable to act or refuse to act, any other officer of the Corporation, shall give, or cause to be given, notice of all meetings of the shareholders, of the Board of Directors and of committees of the Board of Directors, required by the Bylaws or by law to be given. The Secretary shall keep the seal of the Corporation, if one be adopted, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

5.10Chief Financial Officer (Treasurer).

The Chief Financial Officer (Treasurer) shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any Director.

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The Chief Financial Officer (Treasurer) shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Chief Financial Officer (Treasurer) and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

5.11Corporate Loans or Guaranties to Directors, Officers and Others.

In accordance with the provisions of Code Section 315, the Corporation shall not make any loan of money or property to, or guaranty the obligation of, any Director or officer of the Corporation or of its parent, unless the transaction, or an employee benefit plan authorizing the loans or guaranties after the disclosure of the right under such a plan to include officers or Directors, is approved by a majority of the shareholders entitled to act thereon. For this purpose, approval by the majority of the shareholders entitled to act means either (a) the written consent of a majority of the outstanding shares held by disinterested shareholders, (b) the affirmative vote of a majority of the shares present and voting at a duly held meeting at which a quorum is present, provided that the shares held by interested shareholders shall not be counted as either present or voting, or (c) the unanimous vote or written consent of the shareholders.

Notwithstanding the foregoing paragraph of this Section 5.11, if the Corporation has outstanding shares held of record by one hundred (100) or more persons on the date of approval by the Board, and this Section 5.11 is approved or ratified by the affirmative vote of a majority of the outstanding shares entitled to vote authorizing the Board alone to approve such a loan or guaranty, to an officer (whether or not a Director), the Board of Directors alone may, by a sufficient vote of the disinterested Directors, approve such a loan, guaranty or employee benefit plan if the Board of Directors determines that the transaction may reasonably be expected to benefit the Corporation.

6.INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.

6.1Agents, Proceedings and Expenses.

For the purposes of this Section 6, “agent” means any person who is or was a director, officer, employee or, other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses” include, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification under Section 6.4 or Section 6.5(c).

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6.2Actions Other Than by the Corporation.

The Corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact that such person is or was an agent of the Corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if that person acted in good faith and in a manner that the person reasonably believed to be in the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or on a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of the Corporation or that the person had reasonable cause to believe that the person’s conduct was not unlawful.

6.3Actions By or in the Right of the Corporation.

The Corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of that action, if such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and its shareholders. No indemnification shall be made under this Section 6.3 for the following:

(a)With respect to any claim, issue or matter as to which such person has been adjudged to be liable to the Corporation in the performance of such person’s duty to the Corporation and its shareholders, unless and only to the extent that the court in which such proceeding is or was pending shall determine on application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine;

(b)Amounts paid in settling or otherwise disposing of a pending action without court approval; or

(c)Expenses incurred in defending a pending action that is settled or otherwise disposed of without court approval.

6.4Successful Defense by Agent.

To the extent that an agent of the Corporation has been successful on the merits in defense of any proceeding referred to in Section 6.2 or Section 6.3, or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

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6.5Required Approval.

Except as provided in Section 6.4, any indemnification under this Section 6 shall be made by the Corporation only if authorized in the specific case, on a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 6.2 or Section 6.3 by one of the following:

(a)A majority vote of a quorum consisting of directors who are not parties to such proceeding;

(b)Independent legal counsel in a written opinion if a quorum of directors who are not parties to such a proceeding is not available;

(c)(i) The affirmative vote of a majority of shares of the Corporation entitled to vote represented at a duly held meeting at which a quorum is present; or (ii) The written consent of holders of a majority of the outstanding shares entitled to vote (for purposes of this Section 6.5(c), the shares owned by the person to be indemnified shall not be considered outstanding or entitled to vote thereon); or

(d)The court in which the proceeding is or was pending, on application made by the Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Corporation.

6.6Advance of Expenses.

Expenses incurred in defending any proceeding may be advanced by the Corporation before the final disposition of such proceeding on receipt of an undertaking by or on behalf of the agent to repay such amounts if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized in this Section 6.

6.7Other Contractual Rights.

The indemnification provided by this Section 6 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent such additional rights to indemnification are authorized in the articles of the Corporation. The rights of indemnity hereunder shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of the person. Nothing contained in this Section 6 shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise.

6.8Limitations.

No indemnification or advance shall be made under this Section 6, except as provided in Section 6.4 or Section 6.5(c), in any circumstance if it appears:

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(a)That it would be inconsistent with a provision of the articles, bylaws, a resolution of the shareholders, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(b)That it would be inconsistent with any condition expressly imposed by a court in approving settlement.

6.9Insurance.

The Corporation may purchase and maintain insurance on behalf of any agent of the Corporation insuring against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against that liability under the provisions of this Section 6. Notwithstanding the foregoing, if the Corporation owns all or a portion of the shares of the company issuing the policy of insurance, the insuring company and/or the policy shall meet the conditions set forth in Code Section 317(i).

6.10Fiduciaries of Corporate Employee Benefit Plan.

This Section 6 does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person’s capacity as such, even though that person may also be an agent of the Corporation. The Corporation shall have the power to indemnify and to purchase and maintain insurance on behalf of any such trustee, investment manager or other fiduciary of any benefit plan for any or all of the directors, officers and employees of the Corporation or any of its subsidiary or affiliated corporations.

6.11Survival of Rights.

The rights provided by this Section 6 shall continue for a person who has ceased to be an agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

6.12Effect of Amendment.

Any amendment, repeal or modification of this Section 6 shall not adversely affect an agent’s right or protection existing at the time of such amendment, repeal or modification.

6.13Settlement of Claims.

The Corporation shall not be liable to indemnify any agent under this Section 6 for (a) any amounts paid in settlement of any action or claim effected without the Corporation’s written consent, or (b) any judicial award, if the Corporation was not given a reasonable and timely opportunity to participate, at its expense, in the defense of such action.

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6.14Subrogation.

In the event of payment under this Section 6, the Corporation shall be subrogated to the extent of such payment of all of the rights of recovery of the agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents as may be necessary to enable the Corporation effectively to bring suit to enforce such rights.

6.15No Duplication of Payments.

The Corporation shall not be liable under this Section 6 to make any payment in connection with any claim made against the agent to the extent the agent has otherwise actually received payment, whether under a policy of insurance, agreement, vote or otherwise, of the amounts otherwise indemnifiable under this Section 6.

7.CORPORATE RECORDS AND REPORTS.

7.1Maintenance and Inspection of Bylaws.

The Corporation shall keep at its principal executive office, or if its principal executive office is not in the State of California, at its principal business office in California, the original or a copy of the Bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the State of California and the Corporation has no principal business office in California, the Secretary shall, upon the written request of any shareholder, furnish to that shareholder a copy of the Bylaws as amended to date.

7.2Maintenance and Inspection of Other Corporate Records.

The accounting books and records and minutes of proceedings of the shareholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the Corporation, The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Corporation.

7.3Annual Report to Shareholders.

The annual report to shareholders referred to in Code Section 1501 is expressly dispensed with, provided the Corporation has less than one hundred (100) record shareholders (determined as provided in Code Section 605), but nothing herein shall be interpreted as

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prohibiting the Board of Directors from issuing annual or other periodic reports to the shareholders of the Corporation as they consider appropriate.

7.4Annual Notice to Secretary of State.

Within ninety (90) days from the initial filing of the Articles of Incorporation, and during each calendar month of the annual anniversary of such filing or the preceding five (5) calendar months, the officers of this Corporation shall sign and file with the California Secretary of State the statement required by Code Section 1502.

7.5Representation of Shares of Other Corporations.

The Chairman of the Board, the President or any Vice-President, or any other person authorized by resolution of the Board of Directors or by any of the foregoing designated officers, is authorized to vote on behalf of the Corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the Corporation. The authority granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised by any of these officers in person or by any person authorized to do so by a proxy duly executed by these officers.

8.RECORD OF SHAREHOLDERS, CERTIFICATES AND TRANSFER OF SHARES.

8.1Maintenance and Inspection of Record of Shareholders.

The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.

A shareholder or shareholders of the Corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation may (a) inspect and copy the records of shareholders’ names and addresses and shareholdings during usual business hours on five (5) days’ prior written demand on the Corporation, and (b) obtain from the transfer agent of the Corporation, on written demand and on the tender of such transfer agent’s usual charges for such lists, a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder or shareholders by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled, The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 8.1 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.

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8.2Certificates for Shares.

A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any of these shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All certificates shall be signed in the name of the Corporation by the Chairman of the Board, the President or Vice-President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that officer, transfer agent or registrar before that certificate is issued, it may be issued by the Corporation with the same effect as if that person were an officer, transfer agent or registrar at the date of issue.

8.3Lost Certificates.

Except as provided in this Section 8.3, no new certificates for shares shall be issued to replace an old certificate unless the latter is surrendered to the Corporation and cancelled at the same time. The Board of Directors may, in case any share certificate or certificate for any other security is lost, stolen or destroyed, authorize the issuance of a replacement certificate on such terms and conditions as the Board may require, including provision for indemnification of the Corporation secured by a bond or other adequate security sufficient to protect the Corporation against any claim that may be made against it, including any expense or liability, on account of the alleged loss, theft or destruction of the certificate or the issuance of the replacement certificate. On issuance of a new certificate, the rights and liabilities of the Corporation and the holders of old and new certificates shall be governed by the provisions of the California Uniform Commercial Code (Section 8405) dealing with lost, destroyed and stolen certificates.

8.4Transfer on the Books.

Upon surrender to the Secretary or transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The Secretary or the transfer agent shall not be liable to the owner or any other person suffering loss as a result of the registration of a transfer or the issuance of a certificate if there were on the certificate the necessary endorsements and the Secretary or the transfer agent had no duty to inquire into adverse claims or had discharged any such duty to inquire.

8.5Registered Shareholders.

Except as otherwise provided by law, the Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends or other distributions and vote as the owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to

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recognize any equitable or legal claim to or interest in such share or shares on the part of any other person.

8.6Cancellation and Exchange of Certificates.

When the Articles of Incorporation are amended in any way affecting the statement contained in the certificates for outstanding shares, or it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate so ordered to be surrendered is not entitled to vote or to receive dividends or to exercise any of the other rights of shareholders of record until he has complied with the order, but such order shall operate to suspend such rights only after notice and until compliance. The duty of surrender of any outstanding certificates may also be enforced by civil action.

8.7Transfer Agent and Registrars.

The Board may appoint one or more transfer agents or transfer clerks, and one or more registrars, which registrars shall be an incorporated bank or trust company, domestic or foreign, who shall be appointed at such times and places as the requirements of the Corporation may necessitate and the Board designate.

The Corporation cannot act as the registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in such dual capacities countersigns such stock certificates in both capacities.

8.8Legend Condition.

If any shares are issued pursuant to a permit issued by a governmental authority, or a rule or opinion claiming an exemption from registration or qualification of the issuance of the shares, and such permit, rule or opinion requires the imposition of a legend on the certificate, the person or persons issuing or transferring the shares shall affix the required legend. Thereafter, no one shall be permitted to transfer the shares represented by such certificates free of the legend without sufficient proof authorizing such a transfer.

9.RIGHTS OF INSPECTION.

9.1By Directors.

Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

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9.2By Shareholders.

A copy of any annual financial statement and any income statement of the Corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file in the principal executive office of the Corporation for twelve (12) months and each such statement shall be exhibited at all reasonable times to any shareholder demanding an examination of any such statement or a copy shall be mailed to any such shareholder.

If a shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of stock of the Corporation makes a written request to the Corporation for an income statement of the Corporation for the three-month, six-month or nine-month period of the then current fiscal year ended more than thirty (30) days before the date of the request, and a balance sheet of the Corporation as of the end of that period, the Chief Financial Officer shall cause that statement to be prepared, if not already prepared, and shall deliver personally or mail that statement or statements to the person making the request within thirty (30) days after the receipt of the request. If the Corporation has not sent to the shareholders its annual report for the last fiscal year, this report shall likewise be delivered or mailed to the shareholder or shareholders within, thirty (30) days after the request.

The Corporation shall also, on the written request of any shareholder, mail to the shareholder a copy of the last annual, semi-annual or quarterly income statement which it has prepared, and a balance sheet as of the end of that period.

The quarterly income statements and balance sheets referred to in this Section shall be accompanied by the report, if any, of any independent accountants engaged by the Corporation or the certificate of an authorized officer of the Corporation that the financial statements were compiled from the books and records of the Corporation.

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EX-3.31

Exhibit 3.31

ARTICLES OF INCORPORATION

OF

MET-Rx™ USA, Inc.

a Nevada Corporation

I, the undersigned, being the original incorporator herein named, for the purpose of forming a corporation under the general corporation laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation hereby declaring and certifying that the facts herein stated are true:

ARTICLE I

NAME

The name of the corporation is:

MET-Rx™ USA, Inc.

ARTICLE II

RESIDENT AGENT AND REGISTERED OFFICE

Section 2.01  Resident Agent and Registered Office.  The name and address of its resident agent for service of process is Kummer Kaempfer Bonner & Renshaw, Seventh Floor, 3800 Howard Hughes Parkway, Las Vegas, Nevada 89109. The location of the corporation’s registered office in the State of Nevada is Seventh Floor, 3800 Howard Hughes Parkway, Las Vegas, Nevada 89109.

ARTICLE III

SHARES OF STOCK

Section 3.01  Number and Class.  The amount of the total authorized capital stock of this corporation is two million five hundred thousand (2,500,000) shares at one cent ($0.01) par value and all such capital stock shall be designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.

ARTICLE IV

DIRECTORS

Section 4.01  Governing Board.  The members of the governing board of the corporation shall be styled directors.

Section 4.02  Initial Board of Directors.  The initial Board of Directors shall consist of four (4) members. The names and addresses of the initial members of the Board of Directors are as follows:

NAME	ADDRESS
A. Scott Connelly, M.D.	c/o Case, Knowlson, Mobley Burnett & Luber Jamboree Center 5 Park Plaza, Suite 800 Irvine, California 92714

NAME	ADDRESS
Jerrold J. Pellizzon	c/o Case, Knowlson, Mobley Burnett & Luber Jamboree Center 5 Park Plaza, Suite 800 Irvine, California 92714
Charles I. Kosmont	c/o Case, Knowlson, Mobley Burnett & Luber Jamboree Center 5 Park Plaza, Suite 800 Irvine, California 92714
Roberto G. Brutoco	14 Rue de Louvre Henderson, Nevada 89014

The above named individuals shall serve as Directors until the first annual meeting of the stockholders or until their respective successors shall have been elected and qualified.

Section 4.03  Change in Number of Directors.  The number of directors may be increased or decreased by a duly adopted amendment to the Bylaws of the corporation.

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ARTICLE V

INCORPORATOR

The name and address of the incorporator is Carol K. Williams, 3800 Howard Hughes Parkway, Seventh Floor, Las Vegas, Nevada 89109.

ARTICLE VI

DIRECTORS’ AND OFFICERS’ LIABILITY

A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful payment of distributions. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.

ARTICLE VII

INDEMNITY

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or such person’s legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of

3

competent jurisdiction that such director or officer is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

ARTICLE VIII

STOCK TRANSFER RESTRICTION

No shares of any class of this corporation’s stock or other securities shall be transferred to, or held by, any person or entity engaged in any activity or in any line of business competitive with any activity or line of business engaged in by this corporation unless otherwise approved by the corporation’s Board of Directors and stockholders. The certificates evidencing stock and other securities issued by this corporation will bear a legend to the foregoing effect, together with such further legends as the corporation and its legal counsel deem necessary or appropriate.

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IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of June, 1994, hereby declaring and certifying that the facts stated hereinabove are true.

/s/ Carol K. Williams

Carol K. Williams,
Incorporator

5

ACKNOWLEDGMENT

STATE OF NEVADA	)
	)    ss.
COUNTY OF CLARK	)

On this 28th day of June, 1994, personally appeared before me, a Notary Public, Carol K. Williams, who acknowledged to me that she executed the foregoing instrument.

/s/ Stephanie A. Richards

NOTARY PUBLIC in and for
said County and State

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EX-3.32

Exhibit 3.32

AMENDMENT TO BYLAWS
OF
MET-RX USA, INC.

By written consent of the sole director and sole shareholder of MET-Rx USA, Inc., a Nevada corporation (the “Corporation”), and in accordance with Article VIII of the Corporation’s Bylaws, Section 2 of Article II, Section 8 of Article II, Section 9 of Article II and Sections 1 and 2 of Article VIII of the Bylaws of the Corporation have been amended effective as of January 5, 1999 to read in their entirety as follows:

Article II Section 2 Number, Tenure and Qualifications. The number of directors which shall constitute the whole board shall be three. The directors shall be elected at the annual meeting of the stockholders and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Article II Section 8 Quorum; Voting; Adjourned Meetings. For the purposes of this Section 8, the following terms shall have the meanings indicated:

Affiliate:   With respect to any Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. For purposes of this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

Person:   Any natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments (whether federal, state or local, domestic or foreign, and including political subdivisions thereof) and agencies or other administrative or regulatory bodies thereof.

Related Person:   With respect to a natural person, such Person’s spouse, children (natural and adopted), grandchildren, brothers, sisters and parents and any spouse of any such person listed above (each such person herein a “Relative”), and, with respect to any Person, any partnership, trust, corporation or other legal entity of which more than 50% of the beneficial ownership or interest is directly or indirectly held by such Person or any Relative of such Person, and any other Affiliate of such Person.

Series A Common Stock:   The Series A Common Stock, par value $.01 per share, of MET-Rx Nutrition, Inc., a Delaware corporation (“MET-Rx Nutrition, Inc.”).

Shansby Partnership Event:   The earliest date, if any, that both J. Gary Shansby and Charles H. Esserman have ceased (whether by death, resignation or removal) to serve as a general partner, managing member or similar official of TSG3 L.P., a Delaware limited partnership (“TSG3”) or any successor (or a general partner, managing member or similar official of the general partner, managing member or similar official of TSG3 or any successor or of any other entity or entities that serve in such capacity on behalf of TSG3 or any successor).

Stockholder:   Each holder of shares of capital stock of the corporation (including, without limitation any person who becomes a Stockholder either by issuance from the corporation, transfer from another Stockholder or otherwise).

Subsidiary:   (i) Any corporation or other entity a majority of the capital stock of which having ordinary voting power to elect a majority of the Board of Directors or other Persons performing similar functions is at the time owned, directly or indirectly, with power to vote, by the corporation or any direct or indirect Subsidiary of the corporation or (ii) a partnership in which the corporation or any direct or indirect Subsidiary is a general partner.

Unless otherwise provided in the Articles of Incorporation or required by law, each director shall have one vote. A quorum for the transaction of business at a meeting of the Board of Directors shall exist when all, and not less than all, three directors are present, and the act of a majority of the directors present at such meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Articles of Incorporation; provided, however, that as long as MET-Rx Nutrition, Inc. owns a majority of the issued and outstanding capital stock of the corporation, none of the following actions may be taken by the corporation without the approval of (1) three-fourths of the entire Board of Directors and (2) the holders of at least 60% of the Series A Common Stock:

(a)   any merger, consolidation or conversion with or into any other entity or the reorganization, recapitalization, liquidation or dissolution of the corporation, or the conveyance, sale, lease, transfer or other disposition of, in one transaction or a series of transactions, all or substantially all the business, properties or assets, whether now owned or hereafter acquired, or the acquisition by purchase or

otherwise of all or substantially all the business, property or assets of, or stock or other evidence of beneficial ownership of, any Person;

(b)   the conveyance, sale, lease, transfer or other disposition of, in one transaction or a series of transactions, any material asset or group of assets, whether now owned or hereafter acquired.  For purposes of this paragraph (b), an asset or group of assets shall be deemed material if one or more of the following conditions is satisfied: (i) the aggregate purchase price therefor has a value of at least $5 million; (ii) such asset or group of assets has a book value of at least $5 million on the most recent balance sheet of the corporation prepared in accordance with generally accepted accounting principles; (iii) such asset or group of assets consists of or includes any product formula, trademark, trade name or any other intellectual property right that is significant to the operations of the corporation; or (iv) such asset or group of assets represents all or substantially all of a product line of the corporation;

(c)   any investment in, acquisition or purchase of any stock, partnership or joint venture interest or other security, any loan, advance or contribution of capital, any acquisition of real or personal property, and any purchase or commitment or option to purchase stock or other securities of or any interest in another Person (other than a wholly-owned, direct or indirect, Subsidiary) or any integral part of any business or the assets comprising such business or part thereof, in each case exceeding $10 million;

(d)   any incurrence, rearrangement, amendment, modification, termination, suspension of material rights or refinancing of any indebtedness, whether recourse or otherwise, or agreement relating thereto, including guaranties, sale-leaseback arrangements, capital leases, installment sales arrangements and other similar financing arrangements or other deferred payment obligations for goods or services, in each case exceeding $10 million;

(e)   any issuance of capital stock by the corporation and any issuance of capital stock by any Subsidiary of the corporation, or any transfer by the corporation or any of its Subsidiaries of any such Subsidiary capital stock;

(f)   any election, appointment or termination of the chief executive officer, chief operating officer or chief financial officer (or any position that is effectively comparable to any of the foregoing offices)  or any amendment to or modification of the terms of employment of any such officer;

(g)   any amendment to the corporation’s Articles of Incorporation or Bylaws, other than to increase the number of authorized shares of common stock of the corporation or to effect a stock split or stock dividend;

(h)   except for transactions of the type described in (c) or (d) above that do not require the 60% vote of the holders of Series A Common Stock because such transaction satisfies an exemption stated therein or fails to exceed a minimum threshold set forth therein, any joint venture agreement or arrangement or partnership (in which the corporation has general liability as a general partner or joint venturer) with, any other Person;

(i)   the execution of, or modification or waiver of any rights under, any contract or arrangement with any Stockholder or any Affiliate or Related Party thereof;

(j)   the establishment of any committee of the Board of Directors; or

(k)   except for transactions of the type described in this Section (c) or (d) above that do not require the 60% vote of the holders of Series A Common Stock because such transaction satisfies an exemption stated therein or fails to exceed a minimum threshold set forth therein, any investment in any other Person, except for temporary investments in securities issued or fully guaranteed as to principal and interest by the United States of America, commercial paper and other short term investments rated at least P-l by Moody’s Investor Services, or A-l by Standard & Poors corporation, and money market funds, certificates of deposit, bankers acceptance or reverse repurchase agreements issued by or with any commercial bank incorporated in the United States having combined capital and surplus of at least $100,000,000.

Notwithstanding any provision in this Section 8 to the contrary, but subject to the following proviso, if a Shansby Partnership Event occurs, the 60% stockholder voting requirement set forth above shall be reduced to 51% and the required vote of directors shall be reduced to a majority instead of three-fourths of the total number of directors; provided, however, that the requirement for such higher thresholds for Board of Directors and stockholder approval shall continue to apply after any such Shansby Partnership Event to the extent that the matters set forth in this Section 8 relate to transactions or proposed transactions with any Stockholder or Related Person thereof.

Notwithstanding any provision to the contrary in this Section 8 or elsewhere in these Bylaws, any transaction of the type described in

(b), (c), (d) and (h) above that does not require the approval of the holders of 60% of the Series A Common Stock because such transaction satisfies an exemption stated therein or fails to exceed a minimum threshold set forth therein may only be taken by the corporation with the approval of (1) a majority of the Board of Directors at a meeting at which a quorum is present and (2) the holders of at least 51% of the Series A Common Stock.

A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour, provided, however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

Article II Section 9 Committees. The Board of Directors may by resolution, subject to the terms of Section 8 of Article II, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the directors of the corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation any may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Article VIII Section 1 Amendments. Subject to the terms of Section 8 of Article II and unless otherwise provided in the Articles of Incorporation, these Bylaws may be amended in accordance with the General Corporation Law of the State of Nevada.

MET-Rx™ USA, INC.

BYLAWS

Adopted by the Board of Directors on July       , 1994

BYLAWS

OF

MET-RX™ USA, Inc.

A Nevada Corporation

TABLE OF CONTENTS

ARTICLE I Stockholders		1
Section 1.	Annual Meeting	1
Section 2.	Special Meetings	1
Section 3.	Place of Meetings	1
Section 4.	Quorum; Adjourned Meetings	1
Section 5.	Voting	1
Section 6.	Proxies	2
Section 7.	Action Without Meeting	2
ARTICLE II Directors		2
Section 1.	Management of Corporation	2
Section 2.	Number, Tenure, and Qualifications	2
Section 3.	Vacancies	2
Section 4.	Annual and Regular Meetings	3
Section 5.	First Meeting	3
Section 6.	Special Meetings	3
Section 7.	Business of Meetings	3
Section 8.	Quorum; Adjourned Meetings	4
Section 9.	Committees	4
Section 10.	Action Without Meeting	4
Section 11.	Special Compensation	4
Section 12.	State and Federal Laws	5
ARTICLE III Notices		5
Section 1.	Notice of Meetings	5
Section 2.	Effect of Irregularly Called Meetings	5
Section 3.	Waiver of Notice	5
ARTICLE IV Officers		6
Section 1.	Election	6
Section 2.	Chairman of the Board	6
Section 3.	Vice Chairman of the Board	6
Section 4.	President	6
Section 5.	Vice-President	6
Section 6.	Secretary	6
Section 7.	Assistant Secretaries	6
Section 8.	Treasurer	7
Section 9.	Assistant Treasurers	7

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Section 10.	Compensation	7
Section 11.	Removal; Resignation	7
ARTICLE V Capital Stock		7
Section 1.	Certificates	7
Section 2.	Surrendered: Lost or Destroyed Certificates	8
Section 3.	Replacement Certificates	8
Section 4.	Record Date	8
Section 5.	Registered Owner	8
ARTICLE VI General Provisions		9
Section 1.	Registered Office	9
Section 2.	Distribution	9
Section 3.	Reserves	9
Section 4.	Checks; Notes	9
Section 5.	Fiscal Year	9
Section 6.	Corporate Seal	9
ARTICLE VII Indemnification		9
Section 1.	Indemnification of Officers and Directors, Employees and Other Persons	9
Section 2.	Insurance	10
Section 3.	Further Bylaws	10
ARTICLE VIII Amendments		10
Section 1.	Amendments by Stockholders	10
Section 2.	Amendments by Board of Directors	10

ii

BYLAWS

OF

MET-Rx™ USA, Inc.

A Nevada Corporation

ARTICLE I

Stockholders

Section 1.Annual Meeting.  Annual meetings of the stockholders, commencing with the year 1995, shall be held at such time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2.Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

Section 3.Place of Meetings.  All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other place within or without the State of Nevada as the directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4.Quorum; Adjourned Meetings.  The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 5.Voting.  Each stockholder of record of the corporation holding stock which is entitled to vote at this meeting shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot.

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When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 6.Proxies.  At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

Section 7.Action Without Meeting.  Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE II

Directors

Section 1.Management of Corporation.  The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2.Number, Tenure, and Qualifications.  The number of directors which shall constitute the whole board shall be four. The number of directors may from time to time be increased or decreased to not less than one nor more than fifteen by action of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 3.Vacancies.  Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of a majority of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called

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for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 4.Annual and Regular Meetings.  Annual and regular meetings of the Board of Directors shall be held at any place within or without the State of Nevada which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, annual and regular meetings shall be held at the registered office of the corporation. Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 5.First Meeting.  The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 6.Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice-President or by any two directors.

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least three (3) days prior to the time of the holding of the meeting. In case such notice is hand-delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

Section 7.Business of Meetings.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or

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after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 8.Quorum; Adjourned Meetings.  A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

Section 9.Committees.  The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the directors of the corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 10.Action Without Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

Section 11.Special Compensation.  The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance

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at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

Section 12.State and Federal Laws.  The Directors shall exert their best efforts to insure that the corporation complies with all state and federal laws, regulations, safe harbor guidelines and the like which may restrict ownership in the corporation by persons in the health care industry, including but not limited to restricting the amount of business conducted by the corporation with institutions which are affiliates of a stockholder of the corporation.

ARTICLE III

Notices

Section 1.Notice of Meetings.  Notices of meetings shall be in writing and signed by the President or a Vice-President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 2.Effect of Irregularly Called Meetings.  Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 3.Waiver of Notice.  Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver

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thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IV

Officers

Section 1.Election.  The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary, a Treasurer and such other officer with such titles and duties as the Board of Directors may determine, none of whom need be directors. Any person may hold two or more offices. The Board of Directors may appoint a Chairman of the Board, Vice-Chairman of the Board, one or more vice presidents, assistant treasures, assistant secretaries.

Section 2.Chairman of the Board.  The Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 3.Vice Chairman of the Board.  The Vice-Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 4.President.  The President shall be the chief operating officer of the corporation and shall have active management of the business of the corporation. He shall execute on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other officer or agent of the corporation.

Section 5.Vice-President.  The Vice-President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.

Section 6.Secretary.  The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

Section 7.Assistant Secretaries.  The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other

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duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 8.Treasurer.  The Treasurer shall act under the direction of the President. Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 9.Assistant Treasurers.  The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 10.Compensation.  The salaries and compensation of all officers of the corporation shall be fixed by the Board of Directors.

Section 11.Removal; Resignation.  The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

ARTICLE V

Capital Stock

Section 1.Certificates.  Every stockholder shall be entitled to have a certificate signed by the President or a Vice-president and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or

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summarized on the face or back of the certificate which the corporation shall issue to represent such stock.

If a certificate is signed (1) by a transfer agent other than the corporation or its employees or (2) by a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

Section 2.Surrendered; Lost or Destroyed Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 3.Replacement Certificates.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4.Record Date.  The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 5.Registered Owner.  The corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the corporation shall not be bound to recognize any

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equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VI

General Provisions

Section 1.Registered Office.  The registered office of this corporation shall be in the County of Clark, State of Nevada.

The corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

Section 2.Distribution.  Distribution upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 3.Reserves.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 4.Checks; Notes.  All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 5.Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 6.Corporate Seal.  The corporation will have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the corporation and the words “Corporate Seal” and “Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VII

Indemnification

Section 1.Indemnification of Officers and Directors, Employees and Other Persons.  Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of

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the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

Section 2.Insurance.  The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

Section 3.Further Bylaws.  The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

ARTICLE VIII

Amendments

Section 1.Amendments by Stockholders.  The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote for the election of directors of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

Section 2.Amendments by Board of Directors.  The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the Bylaws which shall not be amended by the Board of Directors.

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APPROVED AND ADOPTED this          day of July, 1994.

Roberto G. Brutoco, Secretary

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CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of MET-Rx™ USA, Inc., a Nevada corporation, and that the foregoing Bylaws, consisting of 13 pages, constitute the code of Bylaws of MET-Rx™ USA, Inc., as duly adopted by the unanimous written consent of the Board of Directors as of July      , 1994.

IN WITNESS WHEREOF, I have hereunto subscribed my name this          day of July, 1994.

Roberto G. Brutoco, Secretary

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EX-3.33

Exhibit 3.33

CERTIFICATE OF INCORPORATION

OF

NABARCO ADVERTISING ASSOCIATES, INC.

Under Section 402 of the Business Corporation Law

The undersigned, acting as the incorporator, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, does hereby certify:

FIRST:	The name of the corporation is:
	NABARCO ADVERTISING ASSOCIATES, INC.
SECOND:	The purposes for which this corporation is formed, are as follows, to wit:

(A)To acquire by purchase, subscription, underwriting, or otherwise, and to own, hold for investment, or otherwise, and to use, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real and personal property of every sort and description and wheresoever located, including shares of stocks, bonds, debentures, notes, script, securities, evidences of indebtedness, contracts or obligations of any corporation, firm, association, or individual, whether domestic or foreign, or of the United States or any state, territory or dependency thereof, or of any foreign country, or of any municipality or local authority within or without the United States, and to issue in exchange therefor, stocks, bonds, or other securities or evidences of indebtedness of this corporation, and while the owner or holder of any property, to receive, collect and dispose of the interest, dividends and income on or from such property, and to possess and exercise in respect thereof all of the rights, powers, and privileges of ownership, including all voting powers thereon.

(B)To construct, build, purchase, lease, or otherwise acquire equip, hold, own, improve, develop, manage, maintain, control, operate, lease, mortgage, create liens upon, sell, convey, or otherwise dispose of and turn to account, any and all plants, machinery, works, implements and things of property, real and personal, of every kind and description, incidental to, connected with, or suitable, necessary, or convenient for any of the purposes enumerated herein, including all or any part of the properties, assets, business and good will of any persons, firms, associations or corporations.

(C)The powers, rights and privileges provided in this certificate of incorporation are not to be deemed to be in limitation of similar, other, or additional powers, rights and privileges granted or permitted to a corporation by the Business Corporation Law, it being intended that this corporation shall have the right to engage in such similar activities as like corporations may lawfully engage in under the Business Corporation Law of the State of New York, as now in effect, or, as hereafter promulgated.

(D)To engage in the business of creating, placing, originating advertising copy, layouts, artwork and related materials for itself and for the general public, and for the publication of such in all forms of media.

THIRD:The principal office of the corporation is to be located in the Town of Oyster Bay, County of Nassau and State of New York.

FOURTH:The aggregate number of shares which the corporation shall be deemed authorized to issue is 200 shares, no par value.

FIFTH:The Secretary of State is designated as agent of the Corporation, upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation so served upon him is:

55 North Mall

Plainview, New York

SIXTH:No holder of any shares shall be entitled to any preemptive rights for the subscription of any shares to be issued by the corporation.

SEVENTH:The duration of the corporation is to be perpetual.

IN WITNESS WHEREOF, this certificate is subscribed this 20th day of June, 1974, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

/s/ Michael C. Duban

MICHAEL C. DUBAN

275 Madison Avenue

New York, New York 10016

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CERTIFICATE OF INCORPORATION

OF

NABARCO ADVERTISING ASSOCIATES, INC.

Under Section 402 of the Business Corporation Law

Filer:	Michael C. Duban, Esq.
Address:		275 Madison Avenue
		New York, N. Y.  10016

EX-3.34

Exhibit 3.34

BY-LAWS

OF

NABARCO ADVERTISING ASSOCIATES, INC.

ARTICLE I

OFFICES

The principal office of the corporation shall be in the Village of Plainview County of Nassau State of New York. The corporation may also have offices at such other places within or without the State of New York as the board may from time to time determine or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS

1.PLACE OF MEETINGS.

Meetings of shareholders shall be held at the principal office of the corporation or at such place within or without the State of New York as the board shall authorize.

2.ANNUAL MEETING.

The annual meeting of the shareholders shall be held on the 1st day of April at 10 A.M. in each year if not a legal holiday, and, if a legal holiday, then on the next business day following at the same hour, when the shareholders shall elect a board and transact such other business as may properly come before the meeting.

3.SPECIAL MEETINGS.

Special meetings of the shareholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by shareholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.FIXING RECORD DATE.

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less than ten days before the date of such meeting, nor

more than fifty days prior to any other action. If no record date is fixed it shall be determined in accordance with the provisions of law.

5.NOTICE OF MEETINGS OF SHAREHOLDERS.

Written notice of each meeting of shareholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail to each shareholder entitled to vote at such meeting, not less than ten nor more than fifty days before the date of the meeting. If action is proposed to be taken that might entitle shareholders to payment for their shares, the notice shall include a statement of that purpose and to that effect. If mailed, the notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his address as it appears on the record of shareholders, or, if he shall have filed with the secretary a written request that notices to him be mailed to some other address, then directed to him at such other address.

6.WAIVERS.

Notice of meeting need not be given to any shareholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

7.QUORUM OF SHAREHOLDERS.

Unless the certificate of incorporation provides otherwise, the holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of shareholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders present may adjourn the meeting despite the absence of a quorum.

8.PROXIES.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy.

Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy shall be valid after expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

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9.QUALIFICATION OF VOTERS.

Every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his name on the record of shareholders, unless otherwise provided in the certificate of incorporation.

10.VOTE OF SHAREHOLDERS.

Except as otherwise required by statute or by the certificate of incorporation;

(a)directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election;

(b)all other corporate action shall be authorized by a majority of the votes cast.

11.WRITTEN CONSENT OF SHAREHOLDERS.

Any action that may be taken by vote may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all the outstanding shares entitled to vote thereon or signed by such lesser number of holders as may be provided for in the certificate of incorporation.

ARTICLE III

DIRECTORS

1.BOARD OF DIRECTORS.

Subject to any provision in the certificate of incorporation the business of the corporation shall be managed by its board of directors, each of whom shall be at least 21 years of age and need not be shareholders.

2.NUMBER OF DIRECTORS.

The number of directors shall be at least three. When all of the shares are owned by less than three shareholders, the number of directors may be less than three but not less than the number of shareholders.

3.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor has been elected and qualified, or until his prior resignation or removal.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause

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may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the shareholders unless otherwise provided in the certificate of incorporation. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the shareholders or by action of the board. Directors may be removed without cause only by vote of the shareholders.

6.RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.

8.ACTION OF THE BOARD.

Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote regardless of the number of shares, if any, which he may hold.

9.PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other places, either within or without the State of New York, as it may from time to time determine.

10.REGULAR ANNUAL MEETING.

A regular annual meeting of the board shall be held immediately following the annual meeting of shareholders at the place of such annual meeting of shareholders.

11.NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.

(a)Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be

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given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

(b)A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

12.CHAIRMAN.

At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.

13.EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

14.COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance, at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

OFFICERS

1.OFFICES, ELECTION, TERM.

(a)Unless otherwise provided for in the certificate of incorporation, the board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b)All officers shall be elected or appointed to hold office until the meeting of the board following the annual meeting of shareholders.

(c)Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.

2.REMOVAL, RESIGNATION, SALARY, ETC.

(a)Any officer elected or appointed by the board may be removed by the board with or without cause.

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(b)In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.

(c)Any two or more offices may be held by the same person, except the offices of president and secretary.

(d)The salaries of all officers shall be fixed by the board.

(e)The directors may require any officer to give security for the faithful performance of his duties.

3.PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the shareholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect.

4.VICE-PRESIDENTS.

During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.

5.SECRETARY.

The secretary shall:

(a)attend all meetings of the board and of the shareholders;

(b)record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c)give or cause to be given notice of all meetings of shareholders and of special meetings of the board;

(d)keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

(e)when required, prepare or cause to be prepared and available at each meeting of shareholders a certified list in alphabetical order of the names of shareholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f)keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner.

(g)perform such other duties as may be prescribed by the board.

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6.ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the secretary.

7.TREASURER. The treasurer shall:

(a)have the custody of the corporate funds and securities;

(b)keep full and accurate accounts of receipts and disbursements in the corporate books;

(c)deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d)disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

(e)render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f)render a full financial report at the annual meeting of the shareholders if so requested;

(g)be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

(h)perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

8.ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the secretary or by the board, shall have all the powers and functions of the treasurer.

9.SURETIES AND BONDS.

In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

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ARTICLE V

CERTIFICATES FOR SHARES

1.CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the president or a vice-president and the treasurer or the secretary and shall bear the corporate seal.

2.LOST OR DESTROYED CERTIFICATES.

The board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation, alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

3.TRANSFERS OF SHARES.

(a)Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. No transfer shall be made within ten days next preceding the annual meeting of shareholders.

(b)The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of New York.

4.CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding (1) any shareholders’ meeting, or (2) any date upon which shareholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those shareholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

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ARTICLE VI

DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of the net profits of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other

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EX-3.35

Exhibit 3.35

Certificate of Incorporation

FILED

May 6 1983

OF

NATURAL WEALTH NUTRITION CORPORATION

FIRST:The name of the Corporation is NATURAL WEALTH

NUTRITION CORPORATION

SECOND:Its registered office and place of business in the State of Delaware is to be located at 410 South State Street in the City of Dover, County of Kent. The Registered Agent in charged therefore is XL CORPORATE SERVICES, INC.

THIRD:The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any or all things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

FOURTH:The corporation shall be authorized to issue One Thousand (1,000) Shares of No Par Value.

FIFTH:The name and address of the incorporator is as follows:

Barbara O. Cramer, 410 South State Street, Dover, DE 19901

SIXTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of this Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of this corporation.

The By-Laws shall determine whether and to what extent the account and books of this corporation, or any of them, shall be open to the inspection of the stockholders; no stockholder shall have any right of inspecting any account, or book or document of this Corporation, except as conferred by the law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside of the State of Delaware, at such

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places as may be, from time to time, designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the THIRD paragraph hereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this certificate of incorporation, but that the object, purposes and powers specified in the THIRD paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH:The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6^th day of May, 1983.

/s/ Barbara O. Cramer	(SEAL)
Barbara O. Cramer

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EX-3.36

Exhibit 3.36

BY-LAWS

OF

NATURAL WEALTH NUTRITION CORPORATION

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject  to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

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SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

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ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.37

Exhibit 3.37

CERTIFICATE OF INCORPORATION

OF

NATURE’S BOUNTY INC.

I, the undersigned, in order to form a corporation from the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is:

NATURE’S BOUNTY INC.

SECOND:               The registered office of the corporation and place of business in the State of Delaware is to be located at 15 North Street, in the City of Dover, County of Kent. The name of the registered agent at that address is Corporate Service Bureau Inc.

THIRD:The nature of the business, and the objects and purposes proposed to be transacted, promoted, and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

To do any lawful act or thing for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The total number of share which the corporation is authorized to issue is 1,000 no par value.

FIFTH:The name and address of the incorporator is as follows:

NAME	ADDRESS
Jody V. Crowley	283 Washington Avenue
	Albany, New York 12206

SIXTH:The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation, and the name(s) and mailing address(es) of the person(s) who is (are) to serve as Director(s) until the first annual meeting of stockholders or until their successors are elected and qualify is (are) as follows:

NAME	ADDRESS
Scott Rudolph	90 Orville Drive
	Bohemia, NY 11716

SEVENTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchises of this corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of the corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stock holders; and no stock holder shall have any right of inspecting and account, or book, or document of this Corporation except as conferred by Law of the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the Laws of the State of Delaware.

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in the Certificate of Incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes, and powers.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21^st day of June, 1995.

/s/ Jody V. Crowley

Jody V. Crowley, Incorporator

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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

NATURE’S BOUNTY INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

NATURE’S BOUNTY INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on July 11, 2003

/s/ Anne Martin

Name: Anne Martin

Title: Vice President

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EX-3.38

Exhibit 3.38

BY-LAWS

OF

NATURE’S BOUNTY INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings.  In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.39

Exhibit 3.39

CERTIFICATE OF INCORPORATION

OF

NATURE’S BOUNTY MANUFACTURING CORP.

I, the undersigned, in order to form a corporation from the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is:

NATURE’S BOUNTY MANUFACTURING CORP.

SECOND:The registered office of the corporation and place of business in the State of Delaware is to be located at 15 North Street, in the City of Dover, County of Kent. The name of the registered agent at that address is Corporate Service Bureau Inc.

THIRD:The nature of the business, and the objects and purposes proposed to be transacted, promoted, and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

To do any lawful act or thing for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The total number of share which the corporation is authorized to issue is 1,000 shares at $.01 par value.

FIFTH:The name and address of the incorporator is as follows:

NAME	ADDRESS
Donna M. Tidings	283 Washington Avenue
	Albany, New York 12206

SIXTH:The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation, and the name(s) and mailing address(es) of the person(s) who is (are) to serve as Director(s) until the first annual meeting of stockholders or until their successors are elected and qualify is (are) as follows:

NAME	ADDRESS
Scott Rudolph	90 Orville Drive
	Bohemia, NY 11716

SEVENTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchises of this corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of the corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this corporation, or any of them, shall be open to the inspection of the stock holders; and no stock holder shall have any right of inspecting and account, or book, or document of this Corporation except as conferred by Law of the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the Laws of the State of Delaware.

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in the Certificate of Incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes, and powers.

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IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of April, 1993.

/s/ Donna M. Tidings

  Donna M. Tidings, Incorporator

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EX-3.40

Exhibit 3.40

BY-LAWS

OF

NATURE’S BOUNTY MANUFACTURING CORP.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.41

Exhibit 3.41

CERTIFICATE OF INCORPORATION

OF

NATURE’S BOUNTY, INC.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST:The name of the corporation is:

NATURE’S BOUNTY, INC.

SECOND:The purpose for which it is formed is as follows:

To engage in any lawful act or activity for which corporations may be formed under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board agency or other body, without such approval or consent first being obtained.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD:The office of the corporation in the State of New York is to be located in the Country of New York.

FOURTH:The aggregate number of shares which the corporation shall have the authority to issue is 200, no par value.

FIFTH:The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: Harvey Kamil, 90 Orville Drive, Bohemia, NY 11716.

SIXTH:A director of the corporation shall not be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity except for liability if a judgment or other final adjudication adverse to a director establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of

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law or that the director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that the director’s acts violated Section 719 of the Business Corporation Law; or liability for any act or omission prior to the adoption of this provision.

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IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury.

Dated: August 2, 1995

/s/ Scott J. Schuster

Scott J. Schuster, Incorporator

283 Washington Avenue

Albany, New York 12206

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EX-3.42

Exhibit 3.42

BY-LAWS

of

NATURE’S BOUNTY, INC.

ARTICLE I

Shareholders

Section 1.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors. At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.Place of Meeting. Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of
New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.Notice. Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be written or electronic. If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms. If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, after the adjournment the Board of Directors fixes a new record

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date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.Quorum. At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.Organization. The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all Vice Presidents, the holders of a majority of

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the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.Voting. Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation. A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy must be executed by the shareholder or his or her authorized agent. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.Inspectors. The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof. If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability. The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.Consent of Shareholders in Lieu of Meeting. Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of
New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

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Section 10.Determination of Shareholders of Record for Certain Purposes. For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.Waivers of Notice. Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him. The attendance of a Director or committee member at a

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meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.Number and Term of Office. The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies). Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law. Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.Removal, Vacancies and Additional Directors. Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose. Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by

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vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.Place of Meeting. Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.Regular Meetings. Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held. No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or

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telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed. The notice of a meting need not specify the purpose of the meeting. Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.Quorum. Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.Organization. The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting. If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

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At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.Committees. The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.Dividends. Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.Compensation of Directors. A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

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Section 11.Consent of Directors or Committee in Lieu of Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.Titles and Appointment. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III. All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board. The officers may, but need not, be Directors. The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause. The election

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or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders; shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and

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other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary. The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.Powers and Duties of the Treasurer. The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.Additional Officers. The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited

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to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may he assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.Voting upon Shares, etc. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

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ARTICLE IV

Indemnification of Directors and Officers

Section 1.Nature of Indemnity. Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

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(b)The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any

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successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.Successful Defense. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

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Section 3.Determination that Indemnification is Proper. Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

(2)if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.Advance Payment of Expense. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any

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indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.Survival; Preservation of Other Rights. The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the

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result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received

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payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.Certificates for Shares. Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees. No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

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Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.Transfer of Shares. Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors. Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.Regulations. The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of

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Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

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Section 4.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

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ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors. By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.43

Exhibit 3.43

REPORT FOR REINSTATEMENT

OF A SUSPENDED LIMITED LIABILITY COMPANY

Form 495 Revised October 1, 2002

Filing fee: $150.00

Deliver to: Colorado Secretary of State

Business Division, 1560 Broadway, Suite 200

Denver, CO 80202-5169

This document must be typed or machine printed

Copies of filed documents may be obtained at www.sos.state.co.us

Pursuant to § 7-80-305 and part 3 of article 90 of title 7, Colorado Revised Statutes (C.R.S.), this report for reinstatement is delivered to the Colorado Secretary of State for filing.

1.The name of the limited liability company at the time of suspension: Naturesmart, LLC

2.This entity was formed under the jurisdiction of Colorado.

3.The effective date of administrative suspension: 5-1-03

4.The name of the registered agent: Corporation Service Company

The street address of the registered agent: 1560 Broadway, Denver, CO 80202

If mail is undeliverable at this address, include PO Box address

5.The address of the entity’s principal office: 10701 Melody Drive, North Glenn, CO 80241

6.The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused are: Harvey Kamil, NBTY, Inc., 90 Orville Drive, Bohemia, NY 11716

Causing a document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgement of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed or the act and deed of the entity on whose behalf the individual is causing the document to be delivered for filing and that the facts stated in the document are true.

EX-3.44

Exhibit 3.44

LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF
WFM NATURESMART, LLC

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF WFM NATURESMART, LLC, dated as of December    ,  2000 (this “Agreement”), is executed by Whole Foods Market Group, Inc., a Delaware corporation, as the sole member (the “Sole Member”) of WFM NatureSmart, LLC, a Colorado limited liability company (the “Company”). Terms capitalized in this Agreement have the meaning given them in Section 10 hereof.

W I T N E S S E T H:

WHEREAS, the Company has been organized as a limited liability company under the Colorado Limited Liability Company Act by virtue of filing Articles of Organization in the office of the Secretary of State of the State of Colorado; and

WHEREAS, the Sole Member initially owns all of the membership interests in the Company; and

WHEREAS, the Sole Member desires to adopt this Agreement in order to provide for the regulation and management of the Company;

NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained from the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

GENERAL

SECTION 1.1. Formation.  The Company has been organized as a limited liability company under the Colorado Limited Liability Company Act by virtue of the filing of the Articles of Organization in the office of the Secretary of State of the State of Colorado. Upon the adoption of this Agreement, the rights of the Sole Member and any additional Members to be admitted in the future in connection with the regulation and management of the Company shall be as provided for in this Agreement and, except as otherwise expressly provided herein, the Colorado Limited Liability Company Act.  Any reference to the “Sole Member” shall include any additional Members admitted in the future unless the context clearly indicates otherwise.

SECTION 1.2. Name.  The name of the Company shall be “WFM NatureSmart, LLC.” The business of the Company shall be conducted under the name “WFM NatureSmart, LLC” or such other name or names as the Sole Member shall determine from time to time.

SECTION 1.3. Period of Duration.  The Company’s duration shall be perpetual, unless it is earlier dissolved in accordance with the provisions of this Agreement.

SECTION 1.4. Registered Office and Registered Agent.  The address of the registered office of the Company in the State of Colorado shall be as set forth in the Articles of Organization until the Company changes its registered office in accordance with the provisions of the Colorado Limited Liability Company Act.  The registered agent of the Company shall be as set forth in the Articles of Organization until the Company changes its registered agent in accordance with the Colorado Limited Liability Company Act.  The registered office or registered agent of the Company may be changed from time to time by the Sole Member.

SECTION 1.5. Principal Office.  The principal office of the Company shall be located at 1500 East 128th Avenue, Thornton, Colorado 80241, or such other place as the Sole Member shall determine from time to time.

SECTION 1.6. Qualification in Other Jurisdictions.  The Sole Member shall cause the Company to be qualified, formed or registered under limited liability company acts, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which the Sole Member determines in its sole discretion that such qualification, formation or registration is necessary or appropriate.  Any officer of the Company designated by the Sole Member shall have the authority to execute, deliver and file such certificates and other instruments (and any amendments or restatements thereof) as are necessary for the Company to be qualified, formed or registered under limited liability company acts, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business.

ARTICLE II

PURPOSES AND POWERS

SECTION 2.1. Purposes.  The purposes of the Company are as follows:

(a)to operate and manage a business consisting of manufacturing nutritional supplements;

(b)to engage in all other activities necessary, convenient or incidental to the foregoing business; and

(c)to transact any or all other lawful business for which limited liability companies may be organized under the Colorado Limited Liability Company Act.

SECTION 2.2. Powers.  The Company shall have all such powers as are necessary or appropriate to carry out the purposes of the Company.

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ARTICLE III

MEMBERS

SECTION 3.1. Admission of Members.

(a)The Sole Member shall be admitted to the Company as a Member upon the execution of this Agreement.

(b)Any person or entity to whom an Interest is issued by the Company after the date hereof pursuant to this Agreement shall be admitted to the Company as a Member upon the written approval of the Sole Member.

(c)Any person or entity to whom an Interest is transferred in accordance with the terms and conditions set forth in this Agreement shall be admitted to the Company as a Member upon the written approval of the Sole Member.

SECTION 3.2. Outside Activities.  Neither a Member nor any of its Affiliates, shareholders, partners, members, directors, managers, officers or employees shall be expressly or impliedly restricted or prohibited by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever.  Any Member and its Affiliates, shareholders, partners, members, directors, managers, officers and employees shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company.  Neither a Member nor any of its Affiliates, shareholders, partners, members, directors, managers, officers or employees shall be obligated by virtue of this Agreement to present any particular business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken, pursued or developed by the Company, and such Person shall have the right to take, pursue and develop any such opportunity for its own account (individually or as a partner, member, shareholder, fiduciary or otherwise) or to present or recommend it to any third party.  Neither the Company nor any Member shall have any rights or claims by virtue of this Agreement or the relationships created hereby in any activities or business ventures of any Member or its Affiliates, shareholders, partners, members, directors, managers, officers and employees (it being expressly understood and agreed that any and all such rights and claims are hereby irrevocably waived by each Member on its behalf and on behalf of the Company).

ARTICLE IV

CAPITAL CONTRIBUTIONS;
INTERESTS

SECTION 4.1. Capital Contributions.  The Sole Member shall contribute to the Company, according to that certain Contribution Agreement by and between the Company and Whole Foods Market Group, Inc., a Delaware corporation, dated as of even date herewith, assets with a net value in excess of $1,000.

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SECTION 4.2. Nature of Interests.  An interest is personal property.  A Member has no rights in respect of or interest in specific property of the Company.

SECTION 4.3. No Preemptive Rights.  No Member shall have any preemptive, preferential or other similar right with respect to (i) the making of additional Capital Contributions to the Company; (ii) the issuance or sale of Interests of any class or series; or (iii) the issuance or sale of any other securities of the Company.

SECTION 4.4. No Return of Capital Contributions.  Except as expressly provided herein, a Member shall not be entitled to the return of any part of his or its Capital Contributions or to be paid any interest, salary or drawing in respect of his or its Capital Contributions or Capital Account A Capital Contribution which has not been repaid is not a liability of the Company or any Member.

ARTICLE V

OFFICERS

SECTION 5.1. Officers.

(a)Qualifications.  Each officer of the Company shall be a natural person.  An officer need not be a Member.

(b)Authority.  All officers of the Company shall have such powers and authority, subject to the direction and control of the Sole Member, and shall perform such duties in connection with the management of the business and affairs of the Company as are provided in this Agreement, or as may be determined from time to time by resolution of the Sole Member.  In addition, except as otherwise expressly provided herein, each officer shall have such powers and authority as would be incident to his or her office if he or she served as a comparable officer of a Colorado corporation.

(c)Designation and Election.  The officers of the Company shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Sole Member.  In addition, the Sole Member shall have the authority to elect such other officers, including Vice Presidents and assistant officers, as it may from time to time determine.  Any two or more offices may be held by the same person.  The persons serving as the initial officers of the Company shall be as follows:

Name	Office
Janice Lierz	President
Glenda Flanagan	Vice President, Secretary and Treasurer
Dan Grieser	Vice President
Linda Fontaine	Assistant Secretary
Roberta Lang	Assistant Secretary
Lee Maybeny	Assistant Secretary

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(d)Vacancies.  Any vacancy occurring in an office may be filled by the Sole Member.

(e)Removal.  Any officer of the Company may be removed by the Sole Member whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.  Election as an officer of the Company shall not of itself create any contract rights.

(f)President.  The President shall be the chief executive officer of the Company, and, under the direction and subject to the control of the Sole Member, the President in general shall supervise and control all of the business and affairs of the Company and shall see that all orders and resolutions of the Sole Member are carried into effect.  The President may execute and deliver any deeds, mortgages, bonds, contracts or other instruments that the Sole Member has authorized to be executed and delivered, except in cases where the execution and delivery thereof shall be expressly and exclusively delegated to another officer of the Company by the Sole Member or this Agreement, or where the execution and delivery thereof shall be required by law to be executed and delivered by another person.  In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Sole Member.

(g)Vice Presidents.  Each Vice President elected by the Sole Member shall report to the President.  Each Vice President may perform the usual and customary duties that pertain to such office (but not any unusual or extraordinary duties conferred by the Sole Member upon the President) and, under the direction and subject to the control of the Sole Member and the President, such other duties as may be assigned to him or her from time to time by the Sole Member or the President.

(h)           Secretary.  The Secretary shall attest with his or her signature all deeds, conveyances or other instruments requiring the seal of the Company.  The Secretary shall have full power and authority on behalf of the Company to execute any consents of shareholders, partners or members and to attend, and to act and to vote in person or by proxy at, any meetings of the shareholders, partners or members of any corporation, partnership or limited liability company in which the Company may own stock or other equity securities, and at any such meetings, the Secretary shall possess and may exercise any and all the rights and powers incident to the ownership of such securities that, as the owner thereof the Company might have possessed and exercised if present.  The Secretary shall keep in safe custody the seal (if any) of the Company.  The Secretary shall also perform, under the direction and subject to the control of the Sole Member, such other duties as may be assigned to him or her from time to time.

(i)            Treasurer.  The Treasurer, if any, shall have the care and custody of all the funds and securities of the Company that may come into his or her hands as Treasurer.  The Treasurer may endorse checks, drafts and other instruments for the payment of money for deposit or collection when necessary or proper and may deposit the same to the credit of the Company in such banks or depositories as the Sole Member may designate from time to time, and the Treasurer may endorse all commercial documents requiring endorsements for or on behalf of the Company.  The Treasurer may sign all receipts and vouchers for the payments made to the Company.  The Treasurer shall render an account of his or her transactions to the Sole Member

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or President as often as the Sole Member or President shall require from time to time.  The Treasurer shall enter regularly in the books to be kept by him or her for that purpose, a full and adequate account of all monies received and paid by him or her on account of the Company.  The Treasurer shall also perform, under the direction and subject to the control of the Sole Member and the President, such other duties as may be assigned to him or her from time to time.

(j)            Delegation of Authority.  In the case of any absence of any officer of the Company or for any other reason that the Sole Member may deem sufficient, the Sole Member may delegate some or all of the powers or duties of such officer to any other officer for whatever period of time the Sole Member deems appropriate.

(k)           Compensation; Reimbursement of Expenses.  The salaries or other compensation of the officers of the Company shall be fixed from time to time by the Sole Member.  The officers of the Company shall be entitled to prompt reimbursement of all reasonable out-of-pocket expenses incurred in the course of the performance of their duties.

ARTICLE VI

CAPITAL ACCOUNTS AND ALLOCATIONS

SECTION 6.1. Capital Accounts.  The Company shall establish and maintain a capital account (“Capital Account”) for each Member in accordance with Section 704 (b) of the Code and Treasury Regulations Section 1.704-I(b)(2)(iv).

SECTION 6.2. Profits and Losses.  All income, gains, losses and deductions of the Company shall be allocated, for financial accounting and tax purposes, between the Members pro rata in accordance with their Interests.

SECTION 6.3. Distributions to Members.  Except upon liquidation, all distributions of cash or property of the Company to the Members shall be made in accordance with their Interests.

SECTION 6.4. Limitations on Allocations.  Notwithstanding the provisions contained in Article VI of this Agreement, should any provision conflict with the provisions contained in Treasury Regulations 1.704-l(b)(iv), the provisions of said Treasury Regulations shall apply so as to cause the Company’s provisions relating to allocations and distributions to be in compliance with such Regulations.

ARTICLE VII

BOOKS, RECORDS AND INFORMATION;
FINANCIAL MATTERS

SECTION 7.1. Book and Records.  At all times until the dissolution and termination of the Company, the Company shall maintain separate books of account which show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and received and all income derived in connection with the conduct of the business of the Company in accordance with this Agreement.  In addition, the Company shall keep and maintain in its principal office all the information required to be kept and maintained in accordance with the

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Colorado Limited Liability Company Act and shall make such information available to any Member at reasonable request during ordinary business hours as provided in such Act.

SECTION 7.2. Fiscal Year.  The fiscal year of the Company shall end each year on the last Sunday of September.

ARTICLE VIII

LIABILITY AND INDEMNIFICATION

SECTION 8.1. No Liability for Company Debts; Limited Liability.

(a)The debts, liabilities and obligations of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, liabilities and obligations of the Company, and no Member or officer shall be liable for any such debts, liabilities or obligations.

(b)Except as otherwise expressly required by law, no Member, in its capacity as Member, shall have any liability to the Company, any other Member or the creditors of the Company in excess of the obligation of such Member to make the Capital Contributions in accordance with the provisions of this Agreement (to the extent that such Capital Contributions have not yet been made) and any other payments required to be made by such Members under the express provisions of this Agreement.

SECTION 8.2. Good Faith Actions; Exculpation

(a)To the fullest extent permitted by applicable law, no Covered Person shall be liable to the Company or any Member (or Affiliate of a Member) as a result of or in connection with any actions or omissions with respect to the Company on the part of such Covered Person in his or its capacity as such based on any claim of breach of fiduciary duty to the extent that such Covered Person (i) conducted himself or itself in good faith and (ii) reasonably believed that his or its conduct was in the best interests of the Company, regardless of the negligence or other result of such Covered Person.

(b)A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the Sole Member, any Officer or other Person as to matters the Covered Person reasonably believes are within the professional or expert competence of such Member, officer or other Person and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

SECTION 8.3. Indemnification.

(a)           To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, damages, liabilities, judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorney’s fees) actually incurred by such Covered Person in

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connection with any threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such a claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such a claim, demand, action, suit or proceeding (any such claim, demand, action, suit, proceeding, appeal, inquiry or investigation being hereinafter referred to as a “Proceeding”), in which such Covered Person was, is or is threatened to be made a named defendant or respondent as a result of or based upon his or its status as a Covered Person or any action or omission taken by him or it in his or its capacity as such, regardless of whether any of said losses, claims, damages, liabilities, judgments, penalties, fines, settlements or expenses resulted from the negligence or other fault of such Covered Person.

(b)Notwithstanding the provisions of paragraph (a) above, in the case of a Proceeding in which a Covered Person is found liable on the basis that personal benefit was improperly received by the Covered Person, whether or not the benefit resulted from an action taken in his or its official capacity, or is found liable to the Company, the indemnification provided under such paragraph (i) shall be limited to reasonable expenses actually incurred by such Covered Person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which such Covered Person shall have been found liable for willful or intentional misconduct in the performance of his or its duty to the Company.  A Covered Person shall be deemed to have been found liable in respect of any claim, issue or matter only after the Covered Person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

(c)A determination that the requirements for indemnification of a Covered Person pursuant to paragraph (a) above have been satisfied shall be made as follows:

(i)            the Sole Member; or

(ii)           by special legal counsel selected by the Sole Member.

(d)To the fullest extent permitted by law and without limiting any right granted to a Covered Person under this Section 8.3, the Company shall indemnify and hold harmless each Covered Person from and against any and all reasonable expenses (including court costs and attorney’s fees) incurred by such Covered Person in connection with a Proceeding in which the Covered Person was a named defendant or respondent because of his or its status as such, if such Covered Person has been wholly successful, on the merits or otherwise, in the defense of such Proceeding.

(e)To the fullest extent permitted by law, the Company shall pay or reimburse, in advance of the final disposition of a Proceeding and without the determination specified in paragraph (c) above, reasonable expenses (including court costs and attorney’s fees) incurred by a Covered Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding because of his or its status as a Covered Person, after the Company receives a written affirmation by such Covered Person of his or its good faith belief that he or it has met the standard of conduct necessary for indemnification under the Colorado Limited Liability Company Act and a written undertaking by or on behalf of such Covered Person to repay the amount paid or reimbursed if it is ultimately determined that such Covered Person has not met

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such standard or if it is ultimately determined that indemnification of the Covered Person against expenses incurred in connection with the Proceeding is prohibited under paragraph (a) above.  The written undertaking required by the preceding sentence must be an unlimited general obligation of the Covered Person but need not be secured.  It may be accepted without reference to financial ability to make repayment.

(f)The Company shall indemnify and advance expenses to a Person who is or was serving at the request of the Company as a manager, officer, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise to the same extent that it may indemnify and advance expenses to Covered Persons under this Section 8.3.

(g)The indemnification and advancement of expenses provided for in this Section 8.3 shall be in addition to any other rights to which a Covered Person may be entitled pursuant to any contract or agreement or any approval of the Sole Member as a matter of law, whether with respect to an action of a Covered Person in his capacity as such or in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of a Covered Person.

(h)          The Company may, but shall not be obligated to, purchase and maintain insurance or another arrangement on behalf of any Covered Person or any Person who is or was serving at the request of the Company as a manager, officer, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him or it and incurred by him or it in such a capacity or arising out of his or its status as such, whether or not the Company would have the power to indemnify him or it against that liability under this Section 8.3.

(i)            The agreements contained in this Section 8.3 shall survive any dissolution or termination of the Company.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 9.1. Dissolution.  The Company shall be dissolved and its affairs shall be wound up upon the adoption by the Sole Member (or, if more than one, all of the Members) of a resolution providing that the Company shall be dissolved as of the date specified therein.

SECTION 9.2. Liquidation.  Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable.  Promptly after the dissolution of the Company, the Sole Member shall designate one or more Persons (the “Liquidating Trustees”) to accomplish the winding up of the business and affairs of the Company. Upon their designation, the Liquidating Trustees shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Colorado Limited Liability Company Act.  In winding up the business and affairs of the

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Company, the Liquidating Trustees may take any and all actions that they determine in their sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company and (iv) the sale or disposition of the properties and assets of the Company.  It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Liquidating Trustees to minimize the losses that may result from a liquidation.

SECTION 9.3. Application of Company Assets.  In winding up the business and affairs of the Company, the assets of the Company shall be paid and distributed in the following manner and priority:

(a)first, to the extent otherwise permitted by law, to creditors, including Members who are creditors in satisfaction of liabilities (other than for distributions) of the Company, whether by payment or by establishment of reserves;

(b)second, to Members in satisfaction of the Company’s liability for distributions; and

(c)third, to Members in proportion to their respective Interests.

SECTION 9.4. Articles of Dissolution; Termination.  Upon the completion of the winding up of the business and affairs of the Company, when all liabilities and obligations of the Company have been paid or discharged, or adequate provision has been made therefor (or, in case the property and assets of the Company are not sufficient to satisfy and discharge all of its liabilities and obligations, then when all the property and assets have been applied so far as they will go to the just and equitable payment of its liabilities and obligations) and all the remaining property and assets of the Company have been distributed to the Members in accordance with their respective rights and interests set forth in Section 9.3, articles of dissolution shall be executed on behalf of the Company by an Officer or Member designated by the Liquidating Trustees, which articles of dissolution shall comply with the requirements of the Colorado Limited Liability Company Act, and the Liquidating Trustees shall cause such articles of dissolution to be filed in the office of the Secretary of State of the State of Colorado and shall take such other actions as they may determine are necessary or appropriate to terminate the Company.  The existence of the Company shall terminate (except to the extent expressly provided in the Colorado Limited Liability Company Act) when a certificate of dissolution with respect to the Company has been issued by the Secretary of State of the State of Colorado.

SECTION 9.5. Claims of the Members.  The Members and former Members shall look solely to the property and assets of the Company for the return of their Capital Contributions, and if the property and assets of the Company remaining after payment of or due provision for all liabilities to creditors are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any Member.

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SECTION 9,6. Waiver of Partition.  Each Member hereby waives until termination of the Company any and all rights that it may have to maintain an action for partition of the property and assets of the Company.

ARTICLE X

DEFINITIONS AND INTERPRETATION

SECTION 10.1. Definitions.

(a)           As used in this Agreement, the terms set forth below shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.  For purposes of this definition, the term “control” means the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlling” and “controlled” have correlative meanings).

“Articles of Organization” means the Articles of Organization of the Company as in effect on the date hereof and any and all amendments thereto and restatements thereof filed from time to time hereafter on behalf of the Company in the office of the Secretary of State of the State of Colorado.

“Capital Contribution” means, with respect to any Member, the amount which such Member has contributed or is deemed to have contributed to the Company in accordance with this Agreement.

“Covered Person” means (i) any officer or manager of the Company and (ii) to the extent provided by resolution of the Sole Member, any other employee or agent of the Company or any of its Affiliates.

“Interest” means a membership interest in the Company, including, but not limited to, (i) the right to allocations of profits and losses of the Company, (ii) the right to receive distributions from the Company and (iii) the right, if any, to vote on matters submitted to a vote of the Members.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time (and any successor statute).

“Member” means the Sole Member and any Person admitted as a member of the Company as of the date hereof or at any time hereafter in accordance with this Agreement (but not any Person who has ceased to be a member of the Company).

“Person” means an individual, or a corporation, limited liability company, partnership (whether general or limited), joint venture, trust, unincorporated organization, joint stock company, association, or other entity, or any government, or any agency or subdivision thereof.

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“Transfer” means, with respect to an interest, a sale, assignment, transfer or exchange of, the grant of a mortgage, pledge, security interest or other encumbrance on or with respect to, or any other disposition of such interest (including, without limitation, by operation of law), and the term “Transferred” shall have a correlative meaning.

“Treasury Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Internal Revenue Code.  All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute, proposed or final Treasury Regulations.

SECTION 10.2. Interpretation.

(a)The headings and subheadings in this Agreement are included for convenience of reference only and are in no way intended to describe, interpret, define, extend or limit the scope or meaning of this Agreement or any provision hereof.

(b)Nouns, pronouns and verbs used in this Agreement shall be construed as masculine, feminine, neuter, singular or plural, as the context requires.

(c)Unless the context otherwise requires, all references herein to “Articles,” “Sections,” “paragraphs” and “subparagraphs” shall refer to provisions of this Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Amendment.  Any provision of this Agreement may be modified or amended if such modification or amendment is adopted by the Sole Member.

SECTION 11.2. Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings and all contemporaneous oral agreements and understandings among the parties or any of them with respect to the subject matter hereof.  All Appendices hereto are expressly made a part of this Agreement

SECTION 11.3. Parties in Interest; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (it being understood and agreed that, except as expressly provided herein, nothing contained in this Agreement is intended to confer any rights, benefits or remedies of any kind or character on any other Person under or by reason of this Agreement).

SECTION 11.4. Governing Law.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without regard to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

SECTION 11.5. Severability.  In the event that any provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and

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enforceability of any such provision in every other respect and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not be in any way impaired thereby.

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IN WITNESS WHEREOF, the Sole Member has executed this Agreement in order to evidence the adoption hereof as of the date first above written.

Whole Foods Market Group, Inc.,

a Delaware corporation

By:

Name:

Title:

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EX-3.45

Exhibit 3.45

STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

•First:      The name of the limited liability company is NBTY AVIATION, LLC.

•Second:  The address of its registered office in the State of Delaware is 1406 N. Van Buren Street, Apt. 1 in the City of Wilmington. The name of its Registered agent at such address is Suzanne Meiners.

•Third:    (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is                                              .”

•Fourth:  (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of NBTY AVIATION, LLC this 1^st day of December, 2003.

BY:	/s/ Louis M. Meiners, Jr.
	Authorized Person(s)
NAME:		LOUIS M. MEINERS, JR.
		Type or Print

EX-3.46

Exhibit 3.46

OPERATING AGREEMENT OF
NBTY AVIATION, LLC

THIS OPERATING AGREEMENT (this “Agreement”), is made and entered into as of December 1, 2003 by NBTY, Inc.

W I T N E S S E T H:

WHEREAS, NBTY Aviation, LLC (the “Company”) was formed as a limited liability company by the filing of a certificate of formation with the Secretary of State of Delaware on December 1, 2003, in accordance with the provisions of the Delaware Limited Liability Company Act; and

WHEREAS, the parties hereto desire to set forth herein their agreements regarding the manner in which such limited liability company shall be governed and operated.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1
DEFINITIONS

For purposes of this Agreement, unless the context clearly indicates otherwise, the following terms shall have the following meanings:

“Act” means the Delaware Limited Liability Company Act (6 Del.C. §18-101, et.seq.), as amended from time to time.

“Additional Capital Contribution” means a Capital Contribution required to be made pursuant to Section 6.2 hereof.

“Adjusted Capital Account Deficit” of a Member or Assignee means the deficit balance, if any, in a Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(i)            Increase such Capital Account by any amounts which such Person is obligated to restore to the Company pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations or is deemed to be obligated to restore pursuant to the next to the last sentence of Section 1.704-2(g)(1) of the Regulations or the next to the last sentence of Section 1.704-2(i)(5) of the Regulations; and

(ii)            Decrease such Capital Account by the amount of the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1,
704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

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“Agreement” means this Operating Agreement as amended from time to time.

“Assignee” means an assignee of Units who has not been admitted as a Substitute Member.

“Bankrupt Member” means a Member who: (i) has become the subject of a decree or order for relief under any bankruptcy, insolvency, or similar law affecting creditors’ rights now existing or hereafter in effect; or (ii) has initiated, either in an original proceeding or by way of answer in any state insolvency or receivership proceeding, an action for liquidation, arrangement, composition, readjustment, dissolution, or similar relief.

“Book Value” means the excess of the Company’s assets over the Company’s liabilities, as of the end of the month which precedes the occurrence of the triggering event, determined under the accrual method of accounting. The result will be divided by the number of Units issued and outstanding to arrive at the Book Value Per Unit.

“Budget” means any budget approved by a Controlling Interest of the Members.

“Capital Account” means the amount of cash and fair market value of property (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to under Section 752 of the Code) that a Member or Assignee has contributed to the Company as Capital Contributions Pursuant to ARTICLE 6 hereof, adjusted as follows:

(i)            The Capital Account shall be increased by all Profits allocated to such Person pursuant to ARTICLE 7 hereof.

(ii)           The Capital Account shall be decreased by (a) the amount of cash and the fair market value of all property distributed to such Person by the Company (net of liabilities securing such distributed property that such Person is considered to assume or take subject to under Section 752 of the Code) and (b) all Losses allocated to such Person pursuant to ARTICLE 7 hereof.

(iii)          The Capital Account shall be credited in the case of an increase or debited in the case of a decrease to reflect such Person’s allocable share of any adjustment to the adjusted basis of Company assets pursuant to Section 734(b) of the Code to the extent provided by Section 1.704-1(b)(2)(iv)(m) of the Regulations.

(iv)          The Capital Account shall be adjusted in any other manner required by Section 1.704-1(b)(2)(iv) of the Regulations or otherwise, in order to be deemed properly maintained for federal income tax purposes.

(v)           Capital Accounts shall bear interest at the Default Interest Rate.

(vi)          The transferee of Units shall succeed to the Capital Account attributable to the Units transferred.

“Capital Contribution” means any contribution of property or services to the Company made by or on behalf of a Member or Assignee pursuant to ARTICLE 6 hereof.

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“Certificate of Formation” means the certificate of formation of the Company filed on December 1, 2003 with the Secretary of State, as amended from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Commitment” means the obligation of a Member or Assignee to make a Capital Contribution, including an Additional Capital Contribution.

“Company” has the meaning set forth in the Recitals hereto.

“Company Liability” means any enforceable debt or obligation for which the Company is liable or which is secured by any Company property.

“Company Minimum Gain” means the aggregate amounts of gain which would be realized by the Company if it disposed of all property subject to Nonrecourse Liabilities in full satisfaction of such liabilities. Such amounts shall be calculated as described in Section 1.704-2(d)(1) of the Regulations.

“Contributing Members” means those Members making contributions as a result of the failure of a Delinquent Member to fulfill a Commitment as described in ARTICLE 6 hereof.

“Controlling Interest” means, at any given tune, Members (or, if the context expressly designates a smaller group of Members, such group of Members) holding in the aggregate more than sixty-five percent (65%) of the outstanding Units held by such Members.

“Default Interest Rate” means, at a given time, the prime or base corporate lending rate then quoted by [Bank One, Indianapolis, N.A.], plus two (2) percent, adjusted annually on January 1st.

“Delinquent Member” means a Member or Assignee who has failed to meet the Commitment of that Member or Assignee.

“Distribution” means a transfer of property to a Member or Assignee on account of Units as described in ARTICLE 7 hereof.

“Dissociation” means any action which causes a Person to cease being a Member as described in ARTICLE 11 hereof.

“Dissolution Event” means an event, the occurrence of which will result in the dissolution of the Company under ARTICLE 12 hereof.

“Fiscal Year” means the taxable year of the Company.

“Managing Member” means NBTY, Inc.

“Member” means any Person (i) who has signed this Agreement as a Member or who is hereafter admitted as a Member of the Company pursuant to this Agreement and (ii) who holds Units in the Company.

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“Member Nonrecourse Debt” has the meaning set forth in Section 1.704-2(b)(4) of the Regulations.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

“Member Nonrecourse Deductions” has the meaning set forth in Sections 1.704-2(i)(1) and (2) of the Regulations.

“Nonrecourse Liability” means any Company Liability (or portion thereof) for which no Member or Assignee bears the economic risk of loss as determined in accordance with Sections 1.704-2(b)(3) and 1.752-1(a)(2) of the Regulations (without regard to whether those Sections apply to such liability).

“Person” means a natural person, trust, estate, partnership, limited liability company, or any incorporated or unincorporated organization.

“Profits” and “Losses” for any Fiscal Year means the net income or net loss of the Company for such Fiscal Year or fraction thereof, as determined for federal income tax purposes in accordance with the accounting method used by the Company for federal income tax purposes adjusted as follows:

(i)            Tax-exempt income as described in Section 705(a)(1)(B) of the Code realized by the Company during such fiscal year shall be taken into account as if it were taxable income;

(ii)           Expenditures of the Company described in Section 705(a)(2)(B) of the Code for such year, including items treated under Section 1.704-1(b)(2)(iv)(i) of the Regulations as items described in Section 705(a)(2)(B) of the Code, shall be taken into account as if they were deductible items;

(iii)          Items that are specially allocated under Section 7.3(f) shall not be taken into account;

(iv)          With respect to property (other than money) which has been contributed to the capital of the Company, Profit and Loss shall be computed in accordance with the provisions of Section 1.704-1(b)(2)(iv)(g) of the Regulations by computing depreciation, amortization, gain, or loss upon the fair market value of such property on the books of the Company;

(v)           With respect to any property of the Company which has been revalued as required or permitted by the Regulations under Section 704(b) of the Code, Profit or Loss shall be determined based upon the fair market value of such property as determined in such revaluation;

(vi)          The difference between the adjusted basis for federal income tax purposes and the fair market value of any asset of the Company shall be treated as gain or loss from the disposition of such asset in the event (i) any new or existing Member acquires an additional interest in the Company in exchange for a contribution to capital of the Company; or (ii) such

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asset of the Company is distributed to a Member pursuant to Section 7.5 or as consideration for a reduction of such Member’s interest in the Company or in liquidation of such interest as defined in Section 1.704-1(b)(2)(ii)(g) of the Regulations; and

(vii)         Interest paid on loans made to the Company by a Member and salaries, fees, and other compensation paid to any Member shall be deducted in computing Profit and Loss.

“Regulations” except where the context indicates otherwise, means the permanent, temporary, proposed, or proposed and temporary regulations of Department of the Treasury under the Code as such regulations may be changed from time to time.

“Related Person” means a person having a relationship to a Member that is described in Section 1.752-4(b) of the Regulations.

“Secretary of State” means the Secretary of State of the State of Delaware.

“Substitute Member” means an Assignee who has been admitted as a Member.

“Transfer” means any transfer, sale, gift, assignment, pledge, granting of a security interest in, or other disposition of Units, including any disposition by operation of law.

“Unit” means an interest of a Member or Assignee in the Profits, Losses, and Distributions of the Company as determined in accordance with this Agreement. As of the date of this Agreement, the Company has one thousand (1,000) Units outstanding. The number of Units initially issued to each Member in exchange for their Initial Capital Contribution is set forth on Exhibit A which shall be amended in the event that the Company issues additional Units or acquires any outstanding Units.

ARTICLE 2

FORMATION

2.1Name.  The name of the Company is “NBTY Aviation, LLC”.

2.2Principal Place of Business.  The Company’s principal place of business is at 90 Orville Drive, Bohemia, NY 11716, or such other place or places as the Members may hereafter determine.

2.3Agent.  The name and address of the Company’s registered agent located in Delaware is as set forth in the Certificate of Formation of the Company.

2.4Term.  The term of the Company commenced on the date of the filing of the Certificate of Formation and, subject to the provisions hereof and the applicable provisions of the Act, shall have perpetual existence.

2.5Purpose.  The purpose of the Company shall be:

(a)            To invest in and hold investments and other property and any other related activities.

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(b)To pursue any lawful business whatsoever, or which shall at any time appear conducive to or expedient for the benefit of the Company or the protection of its assets which is a lawful act or activity for which limited liability companies may be formed under the Act.

(c)To exercise all powers which may be legally exercised under the Act.

(d)To engage in any activities reasonably necessary or convenient to the foregoing and permitted by the Act.

ARTICLE 3
ACCOUNTING AND RECORDS

3.1Records to be Maintained.  The Company shall maintain the following records at its administrative office:

(a)A list of the full name and last known mailing address of each Member and Assignee from the date of organization;

(b)Copies of the Company’s federal, state, and local income tax returns and financial statements, if any, for the three (3) most recent years, or if the returns and statements were not prepared, copies of the information and statements provided by Members to enable them to prepare their federal, state, and local tax returns for the same period;

(c)Copies of this Agreement, the Certificate of Formation and all amendments thereto and copies of any written operating agreements no longer in effect; and

(d)Any other agreements or documents required by the Act or this Agreement.

3.2Accounts.  The Company shall maintain appropriate books and records, kept in accordance with generally accepted accounting principles and a record of the Capital Account for each Member and Assignee in accordance with ARTICLE 6 hereof. Upon prior written notice to the Managing Member or other custodian of the Company’s records, and during normal business hours, each Member shall have the right to inspect and copy any books and records of the Company.

3.3Fiscal Year.  The fiscal year of the Company shall end on December 31 of each year.

3.4Reports.  The Company shall cause to be filed, in accordance with the Act, all reports and documents required to be filed with any governmental agency.

ARTICLE 4

MANAGEMENT

4.1           Management Rights.  The business and affairs of the Company shall be managed in accordance with the Act by the Members as specified in this ARTICLE or by any other

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Member or group of Members. Any actions required to be taken or approved by the Members shall be subject to the provisions of ARTICLE 5 hereof.

4.2The Management.  The Members shall conduct the day-to-day business affairs of the Company, subject to any resolutions adopted by the Members and to the Act.

4.3General Authority of Members.  The Members shall manage the Company and shall have authority, power, and discretion to make all decisions and to do anything that the Members deem reasonably necessary in light of the Company’s business and objectives as permitted under the Act.

4.4Specific Authority of Members.  In addition to the general powers of Section 4.3, the Member shall, subject to the Act, have specific authority to:

•Institute, prosecute, and defend in any proceeding in the Company’s name;

•Purchase, receive, lease, own, hold, improve, use, and engage in other dealing with, property, wherever located;

•Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of property;

•Enter into contracts and guaranties; incur liabilities; borrow money; issue notes, bonds and other obligations; and secure any of the Company’s obligations by mortgage or pledge of Company property or income;

•Lend money, invest and reinvest Company funds, and receive and hold property as security for repayment, including loans and other help to Members, officers, employees, and agents;

•Conduct the Company’s business, establish Company offices, and exercise the Company’s powers within or without Delaware;

•Appoint, define duties, and establish compensation of employees and agents of the Company, if any;

•Pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any current or former Members, employees, and agents of the Company;

•Pay compensation, or additional compensation, to any Members and employees for current or previously rendered services to the Company, whether or not an agreement to pay such compensation was made before such services were rendered;

•Purchase life insurance covering the life of any of the Company’s Members or employees for the benefit of the Company;

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•Purchase liability and other insurance to protect the Company’s property and business;

•Participate in partnership agreements, joint ventures, limited liability companies, or other associations of any kind with any person or entity;

•Indemnify Members or any other person.

4.5Compensation of Members.  There shall not be any salary or other compensation of the Members.

4.6Standard of Care of Members.  The Members shall exercise best efforts and reasonable business judgment in managing the business of the Company. Unless fraud, deceit, gross negligence, willful misconduct, or a wrongful taking shall be proven by a nonappealable court order, judgment, decree or decision, the Members shall not be liable for any mistake of fact or judgment or for any act of the failure to act by the Members in conducting the business of the Company that may cause or result in loss or damage to the Company or its Members. There is no guarantee of the return of the Members’ capital contributions or a profit for the Members. The Members shall not be responsible to any Members because of a loss of their investments unless the loss shall have been the result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking by the Members and proved as set forth above.

4.7No Exclusive Duty to Company.  The Members may have other business interests and may engage in other ventures in addition to management of the Company. Neither the Members nor the Company shall have any right, except as otherwise provided by law, to share the income or proceeds or otherwise participate in such other business interests or ventures. The Members shall incur no liability to the Company or to any of the Members as a result of engaging in such other businesses or ventures.

4.8Prohibited Acts.  Without the unanimous consent of Members, the Members shall not:

•Do any act in contravention of this Operating Agreement;

•Do any act that would make it impossible to conduct the business of the Company, except as otherwise provided in this Operating Agreement;

•Confess a judgment against the Company;

•Perform any act that subjects a Member to personal liability.

Notwithstanding the provisions of this Section 4.8, neither the Company, the Members or the Manager may act in contravention of the Act.

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ARTICLE 5
MEMBERS

5.1Liability of Members.  No Member shall be liable as such for the liabilities of the Company except as may be provided in the Act. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company unless otherwise specified by the Act.

5.2Representations and Warranties.  Each Member hereby represents and warrants to each other Member that (a) the Member is acquiring the Units for the Member’s own account as an investment and without an intent to distribute the Units, and (b) the Member acknowledges that the Units have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be resold or transferred by the Member without appropriate registration or the availability of an exemption from such requirements.

5.3Outside Interest.

(a)           The Members may engage, invest, participate or otherwise enter into other business ventures of every kind, nature and description, individually, with others or among themselves, including, without limitation, the ownership of, or investment in other entities engaged in business similar or identical to that of the Company, and neither the Company nor the other Members herein shall have any rights, by virtue of this Agreement, in or to any such activities, even if such activities are competitive with the Company business. The fact that the Managing Member is directly or indirectly interested in or connected with any person, firm or corporation employed by the Company or from whom the Company may buy services, merchandise, supplies or other property, or the fact that such entity is employed or retained by the Managing Member in connection with other business ventures of the Managing Member shall not prohibit the Managing Member from employing such person, firm or corporation or from dealing with him or it on behalf of the Company, provided such arrangements are made on substantially the same terms as are available from or to an unrelated party.

5.4Meetings of Members.  The Members shall meet annually on the first Friday of April or at such other time as shall be determined by resolution of the Members for the purpose of transacting such business as may come, before the meeting; provided, however, the failure to hold an annual meeting shall not be grounds for dissolution of the Company. Special meetings of the Members, for any purpose or purposes, may be called by any Member or Members holding at least twenty-five percent (25%) of the outstanding Units. The Members may designate any place, either within or outside the State of Delaware, as the place of meeting for any meeting of the Members. Members may participate in any annual or special meeting through the use of any means of communications by which all of the Members may simultaneously hear each other during the meeting. A Member participating in a meeting by this means is deemed to be present in person at the meeting.

5.5Notice and Record Date of Meetings.  Except as otherwise provided herein, written or oral notice stating the place, day, and hour of a meeting and the purpose or purposes for which the meeting is called shall be given not less than ten and nor more than fifty days

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before the date of the meeting to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered two calendar days after being deposited in the United States mail, addressed to the Member at its address as it appears on the books of the Company, with postage thereon prepaid. Members may waive prior notice by attending the meeting or by executing a written waiver of notice before or after the meeting. The date on which notice of the meeting is mailed shall be the record date for such determination of Members entitled to notice of or to vote at any meeting of Members.

5.6Quorum.  A Controlling Interest of the Members represented in person or by proxy, shall constitute a quorum at any meeting of Members. If a quorum is present, the affirmative vote of a Controlling Interest of the Members shall be the act of the Members, unless the vote of a greater or lesser proportion or number is otherwise required by the Act, by the Certificate of Formation or by this Agreement. Unless otherwise expressly provided herein or required under applicable law, Members who have an interest (economic or otherwise) in the outcome of any particular matter upon which the Members vote or consent may vote upon any such matter and their Units shall be counted in the determination of whether the requisite matter was approved by the Members.

5.7Proxies.  At all meetings of Members a Member may vote in person or by proxy executed in writing by the Member or by a duly authorized attorney-in-fact. Such proxy shall be filed with the Managing Member, or if none by the Member acting as Chairman of the meeting, before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

5.8Action by Members Without a Meeting.  Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action, taken, signed by the Members approving such action and delivered to the Managing Member or other custodian of the Company’s records for filing with the Company records. Unless an action requires unanimous approval, the written consent will be effective upon approval by Members holding the number of Units necessary to approve the action. Any action taken under this Section 5.8 is effective when the Members holding the number of necessary Units have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

5.9Withdrawal of Member.  No Member shall have the authority to withdraw as a Member without the prior written consent of Members holding a controlling interest.

ARTICLE 6
CONTRIBUTIONS AND COMMITMENTS

6.1Initial Capital Contributions.  Concurrently with the execution of this Agreement, each Member has made an Initial Capital Contribution in cash or property having a fair market value in the amount set forth opposite his name on Exhibit A.

6.2Additional Capital Contributions.  The Members may, with the unanimous consent of all Members, require each Member to make Additional Capital Contributions in the

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ratio of their respective Units to meet further capital needs of the Company. In addition, each Member may make additional Capital Contributions in its discretion from time to time.

ARTICLE 7
ALLOCATIONS AND DISTRIBUTIONS

7.1Allocations of Profits.  Except as provided in Sections 7.3 and 7.4 and subject to applicable law (including the Act), Profits and other items of income and gain shall be allocated as follows:

(a)First, if any Member or Assignee has a deficit balance in his Capital Account, then Profits shall be allocated in proportion to the deficit balances of their Capital Accounts until the Capital Accounts of all Members and Assignees have been increased to zero.

(b)Second, Profits shall be allocated so that the Capital Accounts of the Members and Assignees are proportionate to their Units.

(c)Thereafter, Profits shall be allocated in proportion to the Units.

7.2Allocation of Losses.  Except as provided in Sections 7.3 and 7.4 and subject to applicable law (including the Act), losses and other items of loss and deduction shall be allocated as follows:

(a)           First, Losses shall be allocated among Members and Assignees with a positive balance in their Capital Accounts so that all the Capital Accounts are proportionate to the Units.

(b)           Second, Losses shall be allocated among the Members and Assignees with a positive balance in their Capital Accounts in proportion to their Units until all Capital Accounts have been reduced to zero.

(c)           Third, Losses shall be allocated among the Members and Assignees so that the deficit balance of their Capital Accounts are proportionate to their Units.

(d)           Thereafter, Losses shall be allocated in proportion to the Units.

7.3Special Allocations.  Subject to applicable law (including the Act), the following special allocations shall be made in the following order:

(a)           Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member and Assignee shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Person’s share of the net decrease in Company Minimum Gain, determined in accordance with Section 1.704-2(g) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member and Assignee pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of the Regulations. This Section is intended to comply with the minimum gain

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chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(b)Except as otherwise provided in Section 1.704-1(i)(4) of the Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member and Assignee who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Person’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Section 
1.704-2(i)(4) of the Regulations. Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member and Assignee pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Regulations. This Section is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently therewith.

(c)If any Member or Assignee receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations that causes such Person to have an Adjusted Capital Account Deficit as of the end of any Fiscal Year or increases such Person’s Adjusted Capital Account Deficit, gross income and gain shall be allocated to such Member or Assignee in an amount and manner sufficient to eliminate such deficit as quickly as possible in accordance with Section 1.704-1(b)(2)(ii)(d) of the Regulations. Any such allocation of gross income or gain pursuant to this paragraph shall be in proportion to the amounts of the Adjusted Capital Account Deficits. This subsection is intended to constitute a “qualified income offset” within the meaning of Section 1.704-1(b)(2)(ii)(d) of the Regulations.

(d)Nonrecourse Deductions for any Fiscal Year shall be specially allocated in proportion to the Units.

(e)Member Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Members or Assignees who bear the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1) of the Regulations.

(f)For income tax purposes, any item of income, gain, loss, deduction, or credit with respect to any property (other than money) that has been contributed by a Member or Assignee to the capital of the Company and which is required to be allocated to Members and Assignees for income tax purposes under Section 704(c) of the Code so as to take into account the variation between the tax basis of such property and its fair market value at the time of its contribution, shall be allocated to the Members and Assignees for income tax purposes in the manner required by Section 1.704-1(b)(2)(iv)(g) of the Regulations. If the Capital Accounts are required to be adjusted pursuant to Section 1.704-1(b)(2)(iv)(f) or (g) of the Regulations with respect to a revaluation of any asset of the Company, subsequent allocations of income, gain, loss, and deduction, including without limitation depreciation or deductions for cost recovery with respect to such asset, shall take account of any variation between the then existing adjusted

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basis of such asset for federal income tax purposes and the fair market value of such asset as required by Section 1.704-1(b)(2)(iv)(g) of the Regulations.

(g)           Notwithstanding Section 7.2(c) and (d), losses shall not be allocated to the extent that such allocation would cause a Member or Assignee to have an Adjusted Capital Account Deficit or would increase such Person’s Adjusted Capital Account Deficit. Losses that are not allocated to a Member or Assignee by reason of the limitation in this subsection shall be allocated to the Members or Assignees to whom this limitation does not apply in proportion to their Units.

7.4Curative Allocations.  The allocations set forth in Section 7.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the parties hereto that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section. Therefore, notwithstanding any other provision of this ARTICLE (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of income, gain, loss, or deduction in whatever manner he determines appropriate so that, after such offsetting allocations are made, each Capital Account balance is, to the extent possible, equal to the Capital Account balance such Person would have had if the Regulatory Allocations were not part of this Agreement. In exercising his discretion under this Section 7.4,  the Managing Member shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 7.3.

7.5Distributions.  Distributions may be declared from time to time with the approval of a Controlling Interest of the Members, subject to applicable law (including the Act).  No Distributions may be declared or paid if, after giving effect thereto, either (a) the Company would not be able to pay its debts as they become due in the ordinary course of business; or (b) the Company’s total assets would be less than its total liabilities (including any amounts needed in connection with the winding-up of the Company to satisfy preferential rights superior to the rights of Members and Assignees to such Distribution). Distributions in anticipation of a Dissolution Event or subsequent to a Dissolution Event shall be made as provided in Section 12.3.  All other Distributions shall be allocated among the Members and Assignees in proportion to their Units.

7.6Allocations and Distributions to New Members and Assignees.  If Units are transferred or if additional Units are issued to a new Member during any Fiscal Year, Profits, Losses, each item thereof, and all other items attributable to such Units for such Fiscal Year shall be allocated to the Assignee or the new or Substitute Member in accordance with Section 706(d) of the Code and any other applicable law, using any conventions permitted by law and selected by the Managing Member. All Distributions on or before the date of a Transfer shall be made to the transferor, and all Distributions thereafter shall be made to the transferee. If a Transfer does not comply with the provisions of ARTICLE 9 hereof, then all of such items shall be allocated to the Person who attempted to make the Transfer.

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ARTICLE 8
TAXES

8.1Method of Accounting For Tax Purposes.  The records of the Company shall be maintained on the cash method of accounting for federal income tax purposes, unless otherwise agreed by the Managing Member.

8.2Tax Matters Partner.  A Member shall be designated as the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code, The designated tax Member shall take such actions as are necessary to cause each other Member and Assignee to become a “notice partner” within the meaning of Section 6223 of the Code. The designated tax Member shall not take any action contemplated by Sections 6223 through 6229 of the Code without the prior written consent of a Controlling Interest of the Members.

ARTICLE 9
TRANSFER OF UNITS; ACQUISITION OF UNITS BY COMPANY

9.1No Transfers Permitted.  Except as specifically provided for in this ARTICLE, a Member may not Transfer all or any part of such Person’s Units. Any purported Transfer of Units not in compliance with this ARTICLE 9 shall be null and void.

9.2Permitted Transfers.  In the event of the event of death or adjudication of a Member as a bankruptcy or incompetent, the interests of such deceased, bankrupt, incompetent Member shall descend to and shall vest in the transferees. Such transferee shall be deemed to be Assignee Member subject to the terms and conditions set forth in Paragraphs 9.3 and 9.4.

9.3Rights and Liabilities of and Restrictions on Assignee.  No Assignee Member shall have the right to be shown as a Member of record of the Company, participate in the Company affairs, inspect the books of account of the Company, or exercise any other right of a Member until admitted as a Substitute Member.

9.4Substitute Member.

(a)Members holding a Controlling Interest shall have the power, in their absolute discretion, to admit as a Substitute Member any person who acquires all or any part of the interest of a Member.

(b)The admission of an Assignee Member as a Substitute Member shall be conditioned upon the Assignee’s written acceptance and adoption of all of the terms and provisions of this Agreement. The Substitute Member shall succeed to all rights of the transferor to the extent of the interest transferred.

ARTICLE 10
ADDITIONAL MEMBERS

From the date of the formation of the Company, any Person acceptable to the Members holding a Controlling Interest may become a Member in this Company either by the issuance by the Company of Units for such consideration as the Members by their unanimous consent shall

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determine, or as an approved transferee of a Member’s Units or any portion thereof, subject to the terms and conditions of this Agreement.

ARTICLE 11
DISSOCIATION OF A MEMBER

11.1Dissociation.  A Person shall cease to be a Member upon the happening of any of the following events:

(a)The withdrawal of a Member;

(b)A Member becoming a Bankrupt Member;

(c)The death of a Member; or

(d)as otherwise provided by the Act.

11.2Rights of Dissociating Member.  In the event any Member dissociates prior to the dissolution and winding-up of the Company:

(a)If the Dissociation causes a dissolution and winding-up of the Company under ARTICLE 12 hereof, the Member shall be entitled to participate in the winding-up of the Company to the same extent as any other Member except that any Distributions to which the Member would have been entitled shall be reduced by the damages sustained by the Company as a result of the Dissolution and winding-up; and

(b)If the Dissociation does not cause a dissolution and winding-up of the Company under ARTICLE 12 hereof, the Company shall acquire the Units of the dissociated Person on the terms of ARTICLE 9 hereof. Payment of the capital account will be made in 60 equal installments. Members holding a controlling interest may waive this provision and provide for a payment of capital accounts in cash.

ARTICLE 12
DISSOLUTION AND WINDING-UP

12.1         Dissolution.  The Company shall be dissolved and its affairs wound up, upon the first to occur of the following events:

(a)The unanimous written consent of all of the Members;

(b)The expiration of the term, if any, set forth in the Certificate of Formation or herein;

(c)The Dissociation of any Member, unless the business of the Company is continued with the written consent of a Controlling Interest of the remaining Members within 60 days after such Dissociation in a manner permitted by the Act; and

(d)the entry of a decree of a judicial dissolution under the Act.

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12.2Effect of Dissolution.  Upon dissolution, the existence of the Company shall continue as permitted by the Act, but the Members shall wind up all of the Company’s affairs and proceed to liquidate all of the Company’s assets as promptly as is consistent with obtaining their fair value.

12.3Distribution of Assets on Dissolution.  Upon the winding-up of the Company, the Company property shall be distributed in accordance with the Act:

(a)To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Company;

(b)To Members and Assignees in accordance with positive Capital Account balances taking into account all Capital Account adjustments for the Company’s taxable year in which the liquidation occurs. Liquidation proceeds shall be paid within 60 days of the end of the Company’s taxable year or, if later, within 90 days after the date of liquidation. Such Distributions shall be in cash or property (which need not be distributed proportionately) or partly in both, as determined by a Controlling Interest of the Members.

12.4Winding-Up and Certificate of Cancellation.  The winding-up of the Company shall be completed when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the Company have been distributed to the Members. Upon the completion of winding-up of the Company, a certificate of cancellation shall be delivered to the Secretary of State for filing. The certificate of cancellation shall set forth the information required by the Act.

ARTICLE 13
INDEMNIFICATION

13.1        General.  The Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, by reason of the fact that it is or was a Member of the Company, or who, while a Member of the Company, is or was serving at the request of the Company as a director, officer, partner, member, trustee, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, against expenses (including counsel fees), judgments, settlements, penalties, and fines (including excise taxes assessed with respect to employee benefit plans) actually or reasonably incurred in accordance with such action, suit or proceeding, if such Member acted in good faith and in a manner reasonably believed by such Member to have been, in the case of conduct taken as a Member, in the best interest of the Company and in all other cases, not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, either such Person had reasonable cause to believe such conduct was lawful or no reasonable cause to believe such conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not meet the prescribed standard of conduct. The Company may also, with the consent of a Controlling Interest of the Members,

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indemnify any Assignee or employee or agent of the Company who is not a Member in the manner and to the extent that it shall indemnify Members pursuant to this section.

13.2Authorization.  To the extent that a Member has been successful, on the merits or otherwise, in the defense of any action, suit, or proceeding referred to in Section 13.1, or in the defense of any claim, issue, or matter therein, the Company shall indemnify such Person against expenses (including counsel fees) actually and reasonably incurred by such Person in connection therewith. Any other indemnification under Section 13.1 shall be made by the Company only as authorized in the specific case, upon a determination that indemnification of the Member, employee, or agent is permissible in the circumstances because such Person has met the applicable standard of conduct. Such determination may be made by either:  (a) a Controlling Interest of the Members who are not at the time parties to such action, suit, or proceeding; or (b) a third party designated by a Controlling Interest of the Members.

13.3Reliance on Information.  For purposes of any determination under Section 13.1, a Person shall be deemed to have acted in good faith and to have otherwise met the applicable standard of conduct set forth in Section 13.1 if the action is based on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by (a) one or more Members or employees of the Company or another enterprise whom the Person reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, appraisers, or other persons as to matters reasonably believed to be within such person’s professional or expert competence; or (c) the board of directors or other governing body of another enterprise. The term “another enterprise” as used in this Section 13.3 shall mean any other corporation or any partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise of which such Person is or was serving at the request of the Company as a director, officer, partner, member, trustee, employee, or agent. The provisions of this Section 13.3 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 13.1.

13.4Advancement of Expenses.  Expenses incurred in connection with any civil or criminal action, suit, or proceeding may be paid for or reimbursed by the Company in advance of the final disposition of such action, suit, or proceeding, as authorized in the specific case in the same manner described in Section 13.2, upon receipt of a written affirmation of the Member, employee, or agent’s good faith belief that such Person has met the standard of conduct described in Section 13.1 and upon receipt of a written undertaking by or on behalf of such Person to repay such amount if it shall ultimately be determined that such Person did not meet the standard of conduct, and a determination is made that the facts then known to those making the determination shall not preclude indemnification under this ARTICLE.

13.5Non-Exclusive Provisions; Vesting.  The indemnification provided by this ARTICLE shall not be deemed exclusive of any other rights to which a Person seeking indemnification may be entitled. The right of any Person to indemnification under this ARTICLE shall vest at the time of occurrence or performance of any event, act, or omission giving rise to any action, suit, or proceeding of the nature referred to in Section 13.1 and, once vested, shall not later be impaired as a result of any amendment, repeal, alteration, or other modification of any or all of these provisions.

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13.6        Definitions.  For purposes of this ARTICLE, serving an employee benefit plan at the request of the Company shall include any service as a director, officer, employee, or agent of an entity which imposes duties on, or involves services by such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. A Person who acted in good faith and in a manner reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest of the Company” referred to in this ARTICLE. For purposes of this ARTICLE, “party” includes any individual who is or was a plaintiff, defendant, or respondent in any action, suit, or proceeding, or who is threatened to be made a named defendant or respondent in any action, suit, or proceeding.

ARTICLE 14
MISCELLANEOUS PROVISIONS

14.1Entire Agreement.  This Agreement and the Certificate of Formation represent the entire agreement among all the Members.

14.2Amendment or Modification of this Agreement.  This Agreement may be amended or modified from time to time only by a written instrument approved by a Controlling Interest of the Members except mat any amendment that would (i) increase the amount or accelerate dates for payment of any Capital Contributions required under ARTICLE 6, (ii) impose an additional liability on any Member, or (iii) modify Section 7.5, 12.3, or this Section 15.2 shall require the unanimous consent of the Members.

14.3No Partnership Intended for Nontax Purposes.  The Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership or a limited partnership. The Members do not intend to be partners one to another, or partners as to any third party. To the extent any Member, by word or action, represents to another person that any other Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Member who incurs personal liability by reason of such wrongful representation.

14.4Rights of Creditors and Third Parties under this Agreement.  This Agreement is entered into among the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. Except and only to the extent provided by applicable statute, no such creditor or third party shall have any rights under this Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

14.5Notices.  All notices required or permitted by this Agreement shall be in writing. Notice to the Company shall be given to its principal office or personally delivered to the Managing Member or other custodian of the Company’s records. Notice to a Member or Assignee shall be given or personally delivered to the Member or Assignee at the address reflected in the Company’s records unless such Member or Assignee has notified the Company in writing of a different address.

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14.6Headings.  Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of any provision of this Agreement.

14.7Severability.  Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

14.8Number and Gender.  All provisions and references to gender shall be deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

14.9Binding Effect.  Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, legatees, legal representatives, Successors and assigns.

14.10Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all such parties executed the same document. All such counterparts shall constitute one agreement.

14.11Applicable Law.  The validity of this Agreement and all rights, duties and obligations arising herefrom shall be governed by, and interpreted, construed and enforced in accordance with, the law of the State of Delaware.

Notwithstanding anything to the contrary set forth in this Agreement, if any provision of this Agreement shall conflict with the Act, the provisions of the Act shall be controlling.

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IN WITNESS HEREOF, the undersigned members have executed this Operating Agreement of NBTY Aviation, LLC, this 1st day of December, 2003.

/s/ Harvey Kamil

Harvey Kamil, President of

NBTY, Inc.

Member

I hereby certify that this is a true, correct, and complete copy of the Operating Agreement of NBTY Aviation, LLC.

/s/ Harvey Kamil

Harvey Kamil, President of

NBTY, Inc.

Member

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EXHIBIT A

	Initial
	Capital		Number of Units
Member	Contribution		of Interest
NBTY, Inc.	$	1,000.00	1,000

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EX-3.47

Exhibit 3.47

CERTIFICATE OF INCORPORATION

OF

NBTY CAH Company

The undersigned incorporator, for the purpose of incorporating or organizing a corporation under the General Corporation Law of the State of Delaware, certifies:

FIRST: The name of the Corporation is

NBTY CAH COMPANY

SECOND: The address of the Corporation’s registered office in the State of Delaware is 15 E, North Street, in the City of Dover, County of Kent. The name of its registered agent at such address is Corporate Service Bureau Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Three Thousand (3,000) shares of Common Stock, and the par value of each such share is one cent ($.01).

FIFTH: The name and mailing address of the incorporator is John Patrick Paraschos, Esq., Assistant General Counsel, 90 Orville Drive, Bohemia, New York 11716.

SIXTH: Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

SEVENTH: The Board of Directors of the Corporation may make By-Laws and from time to time may alter, amend or repeal By-Laws.

EIGHTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent

that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended.

NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

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IN WITNESS WHEREOF, I have signed this Certificate this 27th day of May, 2003.

/s/ John Patrick Paraschos

John Patrick Paraschos

Sole Incorporator

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EX-3.48

Exhibit 3.48

BY-LAWS

OF

NBTY CAH COMPANY

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

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to vote thereon were present and voted. To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when

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no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting

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at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or the State of New York as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

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SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors, In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The

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Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,

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consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President and a Secretary, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, the Secretary and any additional officers shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

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SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or

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by the Board of Directors or the President. In the absence of a Treasurer, the Secretary shall have the power so delegated to the Treasurer below.

SECTION 5.Powers and Duties of the Treasurer. If a Treasurer is elected, the Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

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The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such

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person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.         Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.         Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances

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because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances became he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents maybe so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

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SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.         Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each

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employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.         Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.         No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that

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some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification

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sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.         Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.         Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.         Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall

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upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.         Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.         Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation

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from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers in the State of New York.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.49

Exhibit 3.49

CERTIFICATE OF INCORPORATION

OF

NBTY CAM Company

The undersigned incorporator, for the purpose of incorporating or organizing a corporation under the General Corporation Law of the State of Delaware, certifies:

FIRST:           The name of the Corporation is

NBTY CAM COMPANY

SECOND:      The address of the Corporation’s registered office in the State of Delaware is 15 E. North Street, in the City of Dover, County of Kent. The name of its registered agent at such address is Corporate Service Bureau Inc.

THIRD:          The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:      The total number of shares of stock which the Corporation shall have authority to issue is Three Thousand (3,000) shares of Common Stock, and the par value of each such share is one cent ($.01).

FIFTH:           The name and mailing address of the incorporator is John Patrick Paraschos, Esq., Assistant General Counsel, 90 Orville Drive, Bohemia, New York 11716.

SIXTH:          Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.

SEVENTH:    The Board of Directors of the Corporation may make By-Laws and from time to time may alter, amend or repeal By-Laws.

EIGHTH:        No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent

that such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended.

NINTH:          Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

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IN WITNESS WHEREOF, I have signed this Certificate this 27th day of May, 2003.

/s/ John Patrick Paraschos

John Patrick Paraschos

Sole Incorporates

EX-3.50

Exhibit 3.50

BY-LAWS

OF

NBTY CAM COMPANY

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled

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to vote thereon were present and voted. To be written, signed and dated for the purpose of these By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when

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no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting

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at which such removal shall have been made, or any vacancy caused by the death or resignation of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or the State of New York as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

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SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The

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Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be,

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consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President and a Secretary, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, the Secretary and any additional officers shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

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SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or

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by the Board of Directors or the President. In the absence of a Treasurer, the Secretary shall have the power so delegated to the Treasurer below.

SECTION 5.Powers and Duties of the Treasurer. If a Treasurer is elected, the Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

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The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such

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person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances

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because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

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SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each

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employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that

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some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification

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sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall

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upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation

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from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers in the State of New York.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.51

Exhibit 3.51

CERTIFICATE OF INCORPORATION

FIRST: The name of this corporation shall be: NBTY Canada Acquisition, Inc.

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD: The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which this corporation is authorized to issue is: One Hundred (100).

FIFTH: The name and address of the incorporator is as follows:

J. P. Paraschos, Esq.

90 Orville Drive

Bohemia, New York 11716

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the By-laws.

SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 3^rd day of February, A.D. 2005.

/s/ J. P. Paraschos

J. P. Paraschos, Esq.

Incorporator

EX-3.52

Exhibit 3.52

BY-LAWS

OF

NBTY CANADA ACQUISITION, INC.

ARTICLE I

Stockholders

SECTION 1.         Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.         Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.         Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.         Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.         Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.         Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.         Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.         Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.         Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.       Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.         Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.         Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.         Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.         Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.         Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.         Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.         Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.         Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.         Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.       Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.         Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.         Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.         Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.         Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.         Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.         Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.         Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.         Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.         Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.         Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.         Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.         Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.         Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.         Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.         Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.         Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.         No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.         Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.         Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.         Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.         Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.         Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.         Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.         Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.         Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.         Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.         Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.         Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.         Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.53

Exhibit 3.53

CERTIFICATE OF INCORPORATION

FIRST: The name of this corporation shall be: NBTY China Holdings, Inc.

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD: The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which this corporation is authorized to issue is: One Hundred (100), each with a par value of One Dollar ($1.00).

FIFTH: The name and address of the incorporator is as follows:

J. P. Paraschos, Esq.

90 Orville Drive

Bohemia, New York 11716

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the By-laws.

SEVENTH: No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 9 day of February, A.D. 2005.

/s/ J.P. Paraschos

J. P. Paraschos, Esq.

Incorporator

EX-3.54

Exhibit 3.54

BY-LAWS

OF

NBTY CHINA HOLDINGS, INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange,  acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.55

Exhibit 3.55

CERTIFICATE OF INCORPORATION

FIRST:  The name of this corporation shall be: NBTY China, Inc.

SECOND:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY.

THIRD:  The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which this corporation is authorized to issue is: One Hundred (100), each with a par value of One Dollar ($1.00).

FIFTH:  The name and address of the incorporator is as follows:

J. P. Paraschos, Esq.

90 Orville Drive

Bohemia, New York 11716

SIXTH:  The Board of Directors shall have the power to adopt, amend or repeal the By-laws.

SEVENTH:  No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Seventh shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has executed signed and acknowledged this certificate of incorporation this 9^th day of February, A.D. 2005.

/s/ J.P. Paraschos

J. P. Paraschos, Esq.

Incorporator

EX-3.56

Exhibit 3.56

BY-LAWS

OF

NBTY CHINA, INC.

ARTICLE I

Stockholders

SECTION 1.         Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.         Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.         Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.         Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.         Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.         Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.         Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.         Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.         Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.       Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.         Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.         Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.         Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.         Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.         Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.         Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.         Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.         Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.         Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.       Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.         Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.         Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.         Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.         Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.         Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.         Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.         Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.         Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.         Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.         Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.         Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.         Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.         Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.         Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any
By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.         Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.         Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.         No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.         Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.         Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.         Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.         Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.         Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.         Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.         Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.         Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.         Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.         Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.         Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.         Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.57

Exhibit 3.57

CERTIFICATE OF INCORPORATION

OF

NBTY DISTRIBUTION, INC.

UNDER SECTION 402 OF THE BUSINESS CORPORATION

LAW OF THE STATE OF NEW YORK

The undersigned incorporator, for the purpose of forming a corporation pursuant to Section 402 of the Business Corporation Law of the State of New York, certifies:

1.                             The name of the Corporation is

NBTY DISTRIBUTION, INC.

2.                             The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law of the State of New York. The Corporation is not formed to engage in any act or activity requiring the consent or approval of any official, department, board, agency or other body, without such approval or consent first being obtained.

3.                             The county within the State of New York in which the office of the corporation is to be located, is the County of Suffolk.

4.                             The aggregate number of shares which the Corporation shall have the authority to issue is Twenty Thousand (20,000), each of which shall be a common share of the par value of One Dollar ($1.00).

5.                             The Secretary of State of the State of New York is designated as the agent of the Corporation upon whom process against the Corporation may be served. The post-office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is 90 Orville Drive, Bohemia, New York 11716, Attention: General Counsel.

6.                             Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

7.                             No director of the Corporation shall be personally liable to the Corporation or its shareholders for damages for any breach of duty as a director, unless a judgment or other final adjudication adverse to the director establishes that (i) the acts or omissions of the director were in bad faith or involved intentional misconduct or a knowing violation of law, (ii) the director personally gained in fact a financial profit or other advantage to which the director was not legally entitled, or (iii) the acts of the director violated Section 719 of the New York Business Corporation Law.

IN WITNESS WHEREOF, I have signed this Certificate this 26th day of March, 2003.

/s/ John Patrick Paraschos

John Patrick Paraschos

Sole Incorporator

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EX-3.58

Exhibit 3.58

BY-LAWS

of

NBTY DISTRIBUTION, INC.

ARTICLE I

Shareholders

Section 1.              Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.              Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors. At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.              Place of Meeting. Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.              Notice. Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be written or electronic. If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms. If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, after the adjournment the Board of Directors fixes a new record

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date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.              Quorum. At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.              Organization. The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all Vice Presidents, the holders of a majority of

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the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.              Voting. Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation. A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy must be executed by the shareholder or his or her authorized agent. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.              Inspectors. The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof. If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability. The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.              Consent of Shareholders in Lieu of Meeting. Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

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Section 10.            Determination of Shareholders of Record for Certain Purposes. For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.            Waivers of Notice. Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him. The attendance of a Director or committee member at a meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

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ARTICLE II

Board of Directors

Section 1.              Number and Term of Office. The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies). Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law. Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.              Removal, Vacancies and Additional Directors. Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose. Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and

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at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.              Place of Meeting. Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.              Regular Meetings. Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held. No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.              Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed. The notice of a meting need not specify the purpose of the meeting.

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Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.              Quorum. Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.              Organization. The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting. If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

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Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.              Committees. The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.              Dividends. Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.            Compensation of Directors. A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

Section 11.            Consent of Directors or Committee in Lieu of Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the

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adoption of a resolution authorizing the action. The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.            Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.              Titles and Appointment. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III. All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board. The officers may, but need not, be Directors. The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause. The election or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and

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perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.              Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.              Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.              Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders; shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties

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incident to the office of Secretary. The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.              Powers and Duties of the Treasurer. The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.              Additional Officers. The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

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In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.              Voting upon Shares, etc. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.              Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

ARTICLE IV

Indemnification of Directors and Officers

Section 1.              Nature of Indemnity. Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

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(a)          The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

(b)          The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not

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opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)           The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the

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circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)           For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.              Successful Defense. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

Section 3.              Determination that Indemnification is Proper. Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)           by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

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(2)           if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)          by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)          by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.              Advance Payment of Expense. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.              Survival; Preservation of Other Rights. The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any

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action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.              Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative,

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including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.              Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.              No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.              Certificates for Shares. Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant

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Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees. No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.              Transfer of Shares. Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

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Section 3.              Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors. Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.              Regulations. The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.              Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

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Section 2.              Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.              Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

Section 4.              Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit

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of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.              Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors. By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.59

Exhibit 3.59

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

•              First: The name of the limited liability company is NBTY FLIGHT SERVICES, LLC.

•              Second: The address of its registered office in the State of New York is 90 Orville Drive, Bohemia, NY 11716. The name of its registered agent is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of NBTY Flight Services, LLC this 15^thday of October.

By:	/s/ John Patrick Paraschos
	Name: John Patrick Paraschos

EX-3.60

Exhibit 3.60

LIMITED LIABILITY COMPANY AGREEMENT

OF

NBTY FLIGHT SERVICES, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for NBTY Flight Services, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State. The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.             Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.             Name. The name of the Company is NBTY Flight Services, LLC.

3.             Formation.  The Company was formed on October 15, 2003 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.             Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.             Term. The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.             Registered Office and Agent and Principal Office.  The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.  The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.             Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.             Powers of the Sole Member.  The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.             Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.           Initial Capital Contribution.  Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution. The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.           Additional Contributions.  The Sole Member shall not be required to make any additional Capital Contributions to the Company.  The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.          Management of the Company by the Sole Member.

(a)           Exclusive Management by the Sole Member. The business, property and affairs of the Company shall be managed exclusively by the Sole Member.  The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)           Powers of the Sole Member.  Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)            to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)           to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)          to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)          to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)           to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)          to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)         to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)        to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)           to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)            to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)           to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)          to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)           Agency Authority of the Sole Member; Delegation by the Sole Member. The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)           Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion. The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

13.   Meetings of Members.  At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.           Officers.

(a)           Appointment of Officers. The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member.  Harvey Kamil shall serve as the initial President of the Company and Michael C. Slade shall serve as the initial Secretary and Treasurer of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)           Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member,

(c)           Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing,  and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President, any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.           Assignments. The Sole Member may assign its Membership Interest in whole or in part. If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company,

16.           Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)           Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)           Withdrawal or Dissolution of Sole Member. The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)           Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.           Exculpation; Indemnification by Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.           Amendment. This Agreement may be amended only upon the written consent of the Sole Member.

19.           Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.           No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of October 15, 2003.

NBTY, INC.,
a Delaware corporation
By:	/s/ Harvey Kamil
Name: Harvey Kamil
Title:  President

EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

September 12, 2003

		Member’s Capital
Member’s Name	Member’s Address	Contribution
NBTY, Inc.	90 Orville Drive	CESSNA 560
	Bohemia, NY 11716	SERIAL # 560-0634
		REG N90NB

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EX-3.61

Exhibit 3.61

CERTIFICATE OF CORRECTION TO

CERTIFICATE OF FORMATION

OF

GLOBAL HEALTH SCIENCES, LLC

It is hereby certified pursuant to Section 18-211 of the Delaware Limited Liability Company Act that:

1.The name of the limited liability company (hereinafter called the “Company”) is Global Health Sciences, LLC.

2.The Certificate of Formation of the Company, which was filed with the Secretary of State of Delaware on May 10, 2001, is hereby corrected.

3.The inaccuracy to be corrected in said instrument is as follows:

“First:  The name of the limited liability company is

Global Health Sciences, LLC.”

4.The portion of the instrument in corrected form is as follows:

“First:  The name of the limited liability company is

NBTY Manufacturing, LLC.”

Executed on May 14, 2001

/s/ Carol L. Wamsley

Carol L. Wamsley,
Authorized Person

CERTIFICATE OF FORMATION

OF

GLOBAL HEALTH SCIENCES, LLC

The undersigned, for the purpose of forming a limited liability company pursuant to Section 18-201 of the Delaware Limited Liability Company Act, does hereby certify:

First:  The name of the limited liability company is

Global Health Sciences, LLC.

Second:  Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808 and its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Formation to be executed on May 10, 2001.

/s/ Carol L. Wamsley

Carol L. Wamsley,
Authorized Person

EX-3.62

Exhibit 3.62

LIMITED LIABILITY COMPANY AGREEMENT

OF

NBTY MANUFACTURING, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY CAM Company, a Delaware corporation (the “Managing Member”), and NBTY CAH Company, a Delaware corporation (the “Non-Managing Member”) hereby adopt the following to be the Limited Liability Company Agreement (this “Agreement”) of NBTY Manufacturing, LLC (the “Company”):

1.Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq.

“Members” means the Managing Member and the Non-Managing Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY Manufacturing, LLC.

3.Formation; Conveyance.  The Company was formed on May 10, 2001 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.  The Company was conveyed to the Members on May 28, 2003.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.  The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company. The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Members.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.Powers of the Members.  The Members shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement; with the exception that only the Managing Member shall have the power and authority set forth in Section 12 hereof.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.  Each Member has made the initial Capital Contribution specified on Exhibit A in exchange for Membership Interest, as reflected on Exhibit A. Together, the Members have a 100% Membership Interest in the Company.

11.Additional Contributions.  The Members shall not be required to make any additional Capital Contributions to the Company. The Members may, however, make additional Capital Contributions to the Company in such amounts and at such times as they desire.

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12.Management of the Company by the Managing Member.

(a)Exclusive Management by the Managing Member.  The business, property and affairs of the Company shall be managed exclusively by the Managing Member. The Managing Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.

(b)Powers of the Managing Member.  Without limiting the generality of the foregoing, the Managing Member shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Members, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

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(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Managing Member; Delegation by the Managing Member.  The Managing Member is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Managing Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Managing Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Managing Member shall be free to exercise their sole, absolute and unfettered discretion.  The Managing Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Members against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Members that involves actual fraud or willful misconduct or (ii) any transaction from which the Members derives improper personal benefit.

13.Meetings of Members.  Meetings of the Members shall be at the discretion of the Managing Member.

14.Officers.

(a)Appointment of Officers.  The Managing Member may, at its sole discretion, appoint officers of the Company at any time to conduct, or to assist the Managing Member in the conduct of, the day-to-day business and affairs of the

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Company. The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Managing Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Managing Member but subject in all cases to the supervision and control of the Members. Scott Rudolph shall serve as the President of the Company; and James P. Flaherty shall serve as Secretary of the Company; subject to all of the foregoing prerogatives of the Managing Member.

(b)Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Managing Member.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments.  A Member may assign its Membership Interest in whole or in part.  If a Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as a Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Member shall cease to be a Member of the Company.

16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Members. The unanimous written election of the Members to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Members.  The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Members or the occurrence of any other event which terminates the continued membership of the Members in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

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(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Members shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Members in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Members and, if the Members so elect by written notice to any such other Person, any of the Members’ Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Members or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Members or by any such other Person on behalf of the Members, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred)  expended in the settlement or defense of any such claims.

18.Amendment.  This Agreement may be amended only upon the written consent of the Members.

19.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.  No Person other than the Members shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Members shall be a beneficiary of any provision of this Agreement.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Members have caused this Agreement to be executed by their authorized officers, as of May 28, 2003.

NBTY CAM COMPANY		NBTY CAH COMPANY
By:	/s/ Michael C. Slade	By:	/s/ Scott Rudolph
Name:	Michael C. Slade	Name:	Scott Rudolph
Title:	Secretary	Title:	President

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EXHIBIT A

CAPITAL CONTRIBUTIONS AND ADDRESSES
OF MEMBERS AS OF MAY 28, 2003

Member’s Name	Member’s Address	Member’s Capital Contribution		Member’s Membership Interest
NBTY CAM Company	90 Orville Drive Bohemia, NY 11716	$	1.00	1	%
NBTY CAM Company	90 Orville Drive Bohemia, NY 11716	$	99.00	99	%

EX-3.63

Exhibit 3.63

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

•              First:The name of the limited liability company is NBTY PAH, LLC.

•              Second:  The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808. The name of its Registered agent at such address is Corporation Service Company.

•              Third:  (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is Perpetual.”

•              Fourth:  (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of NBTY PAH, LLC this 2nd day of August, 2004.

BY:	/s/ John Patrick Paraschos
	Authorized Person(s)
NAME: JOHN PATRICK PARASCHOS ESQ
Type or Print

EX-3.64

Exhibit 3.64

LIMITED LIABILITY COMPANY AGREEMENT

OF

NBTY PAH, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for NBTY PAH Services, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State. The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate”  means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution”  means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation”  means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member”  means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest”  means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person”  means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY PAH, LLC.

3.Formation.  The Company was formed on August 3, 2004 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.  The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.  The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.Powers of the Sole Member.  The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.  Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution. The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.Additional Contributions.  The Sole Member shall not be required to make any additional Capital Contributions to the Company. The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

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12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member.  The business, property and affairs of the Company shall be managed exclusively by the Sole Member. The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole Member.  Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

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(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member.  The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion. The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

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13.Meetings of Members.  At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.Officers.

(a)Appointment of Officers.  The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices.  The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member. Harvey Kamil shall serve as the initial President and Treasurer of the Company and Michael C. Slade shall serve as the initial Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President, any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments.  The Sole Member may assign its Membership Interest in whole or in part. If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement.  Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

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(a)           Election of Sole Member.  The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)           Withdrawal or Dissolution of Sole Member.  The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)           Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment.  This Agreement may be amended only upon the written consent of the Sole Member.

19.Severabilitv.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER

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JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

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IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of August 3, 2004.

NBTY, INC.,
a Delaware corporation
By:	/s/ Harvey Kamil
	Harvey Kamil President

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EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

August 3, 2004

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	90 Orville Drive Bohemia, NY 11716	$	1,000

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EX-3.65

Exhibit 3.65

STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION

• First: The name of this Corporation is NBTY Transportation, Inc.

• Second: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Zip Code 19808. The registered agent in charge thereof is Corporation Service Company.

• Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total authorized capital stock of this corporation is One Thousand Dollars ($1,000) divided into One Thousand shares of One Dollar ($1.00) each.

• Fifth: The name and mailing address of the incorporator are as follows: 

Name Irene B. Fisher, Esq.

Mailing Address 90 Orville Drive, Bohemia, New York Zip Code 11716

• I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 21^st day of July,  A.D. 2004.

BY:	/s/ Irene B. Fisher
	(Incorporator)
NAME:		Irene B. Fisher, Esq.
(Type or Print)

EX-3.66

Exhibit 3.66

BY-LAWS

OF

NBTY TRANSPORTATION, INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting.  The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings.  Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings.  Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum.  At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings.  Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization.  The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting.  Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors.  The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors.  The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting.  The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum.  Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization.  The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees.  The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting.  Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death; resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President.  The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents.  Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer.  The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers.  The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers.  All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers.  The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity.  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense.  To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses.  Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights.  The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability.  If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation.  In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments.  The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock.  The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates.  Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares.  Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations.  The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal.  The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year.  The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc.  All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans.  No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts.  Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice.  Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware.  Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.67

Exhibit 3.67

STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

•      First:      The name of the limited liability company is NBTY Ukraine 1, LLC.

•      Second:  The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808. The name of its Registered agent at such address is Corporation Service Company.

•     Third:    (Use this paragraph only if the company is to have a specific effective date of dissolution. “The latest date on which the limited liability company is to dissolve is                        .”)

•      Fourth:  (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 28^th day of February, 2005.

BY:	/s/ J.P. Paraschos
	Authorized Person(s)
NAME:		J.P. Paraschos, Esq.
		Typed or Printed

EX-3.68

Exhibit 3.68

LIMITED LIABILITY COMPANY AGREEMENT

OF

NBTY UKRAINE 1, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for NBTY Ukraine 1, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State. The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name.  The name of the Company is NBTY Ukraine 1, LLC.

3.Formation.  The Company was formed on February 28, 2005, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term.  The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.  The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.  The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.Powers of the Sole Member.  The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.  Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution. The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.Additional Contributions.  The Sole Member shall not be required to make any additional Capital Contributions to the Company.  The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member.  The business, property and affairs of the Company shall be managed exclusively by the Sole Member.  The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole Member.  Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member.  The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion. The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

13.Meetings of Members.  At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.Officers.

(a)Appointment of Officers.  The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices.  The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member.  Harvey Kamil shall serve as the initial President and Treasurer of the Company and Michael C. Slade shall serve as the initial Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage,  deed of trust, evidence of indebtedness, contract,  certificate,  statement, conveyance or other instrument or obligation in writing,  and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President, any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments.  The Sole Member may assign its Membership Interest in whole or in part. If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Sole Member.  The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Sole Member.  The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment.  This Agreement may be amended only upon the written consent of the Sole Member.

19.Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of February 28, 2005.

NBTY, INC.,
a Delaware corporation
By:	/s/ Michael C. Slade
	Michael C. Slade Secretary

EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

February 28, 2005

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	90 Orville Drive Bohemia, NY 11716	$	100

8

EX-3.69

Exhibit 3.69

STATE OF DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

•     First:        The name of the limited liability company is NBTY Ukraine 2, LLC.

•     Second:    The address of its registered office in the State of Delaware is 2711 Centerville Road Suite 400 in the City of Wilmington, DE 19808. The name of its Registered agent at such address is Corporation Service Company.

•     Third:       (Use this paragraph only if the company is to have a specific effective date of dissolution. “The latest date on which the limited liability company is to dissolve is                                       ..”)

•     Fourth:     (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 28th day of February, 2005.

By:	/s/ J.P. Paraschos
	Authorized Person(s)
Name:		J.P. Paraschos, Esq.
		Typed or Printed

EX-3.70

Exhibit 3.70

LIMITED LIABILITY COMPANY AGREEMENT

OF

NBTY UKRAINE 2, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for NBTY Ukraine 2, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State. The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.             Definitions.  Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.             Name.  The name of the Company is NBTY Ukraine 2, LLC.

3.             Formation.  The Company was formed on February 28, 2005, upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.             Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.             Term.  The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.             Registered Office and Agent and Principal Office.  The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.  The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.             Powers of the Company.  Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.             Powers of the Sole Member.  The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.             Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.           Initial Capital Contribution.  Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution. The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.           Additional Contributions.  The Sole Member shall not be required to make any additional Capital Contributions to the Company.  The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.           Management of the Company by the Sole Member.

(a)           Exclusive Management by the Sole Member.  The business, property and affairs of the Company shall be managed exclusively by the Sole Member.  The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.  The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)           Powers of the Sole Member.  Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)            to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)           to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)          to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)          to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)           to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)          to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)         to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)        to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)           to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)            to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)           to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)          to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)           Agency Authority of the Sole Member; Delegation by the Sole Member.  The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)           Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion. The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

13.           Meetings of Members.  At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.           Officers.

(a)           Appointment of Officers.  The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.  The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member,   Harvey Kamil shall serve as the initial President and Treasurer of the Company and Michael C. Slade shall serve as the initial Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)           Signing Authority of Officers.  The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)           Acts of Officers as Conclusive Evidence of Authority.  Any note, mortgage, deed of trust, evidence of indebtedness, contract,  certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President, any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.           Assignments.  The Sole Member may assign its Membership Interest in whole or in part. If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.           Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)           Election of Sole Member.  The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)           Withdrawal or Dissolution of Sole Member.  The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)           Judicial Dissolution.  The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.           Exculpation; Indemnification by Company.  To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.  Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.           Amendment.  This Agreement may be amended only upon the written consent of the Sole Member.

19.           Severability.  Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.           No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of February 28, 2005.

NBTY, INC.,
a Delaware corporation
By:	/s/ Michael C. Slade
	Michael C. Slade
	Secretary

EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

February 28, 2005

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	90 Orville Drive Bohemia, NY 11716	$	100

8

EX-3.71

Exhibit 3.71

STATE OF DELAWARE

CERTIFICATE OF INCORPORATION

A STOCK CORPORATION

•First:The name of Corporation is NBTY Ukraine, Inc.

•Second:Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400 Street, in the City of Wilmington County of New Castle, Zip Code 19808. The registered agent in charge thereof is Corporation Service Company.

•Third:The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

•Fourth:The amount of total stock of this corporation is authorized to issue is One Hundred (100) shares (number of authorized shares) with a par value of One Dollar ($1.00) per share.

•Fifth:The name and mailing address of the incorporator are as follows:

Name: John Patrick Paraschos, Esq.

Mailing Address: 90 Orville Drive

Bohemia, New York    Zip Code: 11716

•I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 28th day of February, A.D. 2005.

BY:	/s/ John Patrick Paraschos
	(Incorporator)
NAME:		John Patrick Paraschos, Esq.
		(type or print)

EX-3.72

Exhibit 3.72

BY-LAWS

OF

NBTY UKRAINE, INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending acivil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severabilitv. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.73

Exhibit 3.73

CERTIFICATE OF INCORPORATION

OF

NUTRITION HEADQUARTERS (DE), INC.

I, the undersigned, in order to form a corporation from the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation law of the State of Delaware, do hereby certify as follows:

FIRST:The name of the corporation is:

NUTRITION HEADQUARTERS (DE), INC.

SECOND:The registered office of the corporation and place of business in the State of Delaware is to be located at 15 E. North Street, in the City of Dover, County of Kent. The name of the registered agent at that address is Corporate Service Bureau Inc.

THIRD:The nature of the business, and the objects and purposes proposed to be transacted, promoted, and carried on, are to do any and all things therein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

To do any lawful act or thing for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH:The total number of share which the corporation is authorized to issue is 1000, par value $.01.

FIFTH:The name and address of the incorporator is as follows:

NAME	ADDRESS
Jody V. Crowley	283 Washington Avenue Albany, New York 12206

SIXTH:The powers of the incorporator are to terminate upon the filing of the Certificate of Incorporation, and the name(s) and mailing address(es) of the person(s) who is (are) to serve as Director(s) until the first annual meeting of stockholders or until their successors are elected and qualify is (are) as follows:

NAME	ADDRESS
Scott Rudolph	90 Orville Drive Bohemia, New York 11716

SEVENTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchises of this corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of the corporation.

The By-Laws shall determine whether and to what extent the accounts and books of this Corporation, or any of them, shall be open to the inspection of the stock holders; and no stock holder shall have any right of inspecting and account, or book, or document of this Corporation except as conferred by Law of the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the Laws of the State of Delaware.

It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be in nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in the Certificate of Incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes, arid powers.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of March, 1998.

/s/ Jody V. Crowley

Jody V. Crowley, Incorporator

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EX-3.74

Exhibit 3.74

BY - LAWS

of

Nutrition Headquarters (DE), Inc.

ARTICLE I

OFFICES

SECTION 1.   REGISTERED OFFICE. The registered office shall be established and maintained at                                                                                                                                           in the County of                                                                                   in the State of Delaware.

SECTION 2.   OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 1.   ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on                 .

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.   OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.   VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.   STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.   QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.   SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.   NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.   BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.   ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

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ARTICLE III

DIRECTORS

SECTION 1.   NUMBER AND TERM. The number of directors shall be at least three. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.   RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.   VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.   REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.   INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.   COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.   ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

SECTION 1.   OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.   OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.   PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.   VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.   TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation

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a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.   SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Beard of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8. ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.   CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.   LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

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SECTION 3.   TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.   STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.   DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.   SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

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EX-3.75

Exhibit 3.75

CERTIFICATE OF INCORPORATION

OF

OMNI VITAMIN AND NUTRITION CORP.

FIRST:The name of the Corporation is OMNI VITAMIN AND NUTRITION CORP.

SECOND:Its registered office and place of business in the State of Delaware is to be located at 229 South State Street in the City of Dover, County of Kent. The Registered Agent in charge thereof is The Prentice-Hall Corporation System, Inc.

THIRD:The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any or all things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

FOURTH:The corporation shall be authorized to issue One Thousand (1,000) Shares of No Par Value.

FIFTH:The name and address of the incorporator is as follows:

Michael C. Duban, P.C., 34 South Broadway, White Plains, New York 10601.

SIXTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of this corporation.

The By-Laws shall determine whether and to what extent the account and books of this corporation, or any of them, shall be open to the inspection of the stockholders; no stockholder shall have any right of inspecting any account, or book, or document of this Corporation, except as conferred by the law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside of the State of Delaware, at such places as may be, from time to time, designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the THIRD paragraph thereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this certificate of incorporation, but that the object, purposes and powers specified in the THIRD paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

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SEVENTH:The corporation shall, to the full extent permitted by Section 145 if the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereof.

EIGHTH:A director of the corporation shall not be liable to the corporation or its shareholders for damages for any breach of duty in such capacity except for liability if a judgment or other final adjudication adverse to a director establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that the director’s acts violated BCL 719.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 22^nd day of March, 1989.

/s/ Michael C. Duban

Michael C. Duban

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EX-3.76

Exhibit 3.76

By Laws

OF

OMNI VITAMIN AND NUTRITION CORP.

INCORPORATED UNDER THE LAWS OF

THE STATE OF DELAWARE

BY – LAWS

of

OMNI VITAMIN AND NUTRITION CORP.

ARTICLE I

OFFICES

SECTION 1.   REGISTERED OFFICE. The registered office shall be established and maintained at                             in the County of                                                       in the State of Delaware.

SECTION 2.   OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 1.   ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on              .

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.   OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.   VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.   STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.   QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall consitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.   SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.   NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.   BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.   ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

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ARTICLE III

DIRECTORS

SECTION 1.   NUMBER AND TERM. The number of directors shall be not less than 3. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

SECTION 2.   RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.   VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.   REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.   INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.   COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.   ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

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ARTICLE IV

OFFICERS

SECTION 1.   OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.   OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.   CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.   PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.   VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.   TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation

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a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.   SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

SECTION 8.   ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.   CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.   LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

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SECTION 3.   TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.   STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action, A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.   DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.   SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.   FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.   CHECKS. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.   NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears

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on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI

CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

ARTICLE VII

AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

ARTICLE VIII

REIMBURSEMENT AND INDEMNIFICATION

An officer or director of the Corporation shall be entitled to receive reimbursement for, and indemnification from any liability, cost or expense (including attorney’s fees) incurred by such person for any reason whatsoever, which liability, cost or expense arose during or as a result of that person’s participation in the activities of the Corporation.

ARTICLE IX

LIMITATION OF LIABILITY OF DIRECTORS

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability:

(a)for any breach of the director’s duty of loyalty to the Corporation or its stockholders,

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(b)for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(c)for any transaction from which the director derived an improper personal benefit, or

(d)for approving a dividend or repurchasing of capital stock of the Company in violation of the New York Business Corporation Law.

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EX-3.77

Exhibit 3.77

ARTICLES OF ORGANIZATION

The undersigned natural person of the age of eighteen years of more, acting as organizer of a limited liability company under the Colorado Limited Liability Company Act, adopt the following Articles of Organization for such limited liability company:

FIRST:The name of the limited liability company is: Physiologies, LLC

SECOND:Principal place of business; 1500 East 128^th Avenue, Thornton, Colorado 80241.

THIRD:The street address of the initial registered office of the limited liability company is: 1560 Broadway, Denver, Colorado 80202.

The mailing address (if different from above) of the initial registered office of the limited liability company is: same

The name of its proposed registered agent in Colorado at that address is: Corporation Service Company.

FOURTH:             o The management is vested in managers (check if appropriate).

FIFTH:The names and business addresses of the initial manager or managers or if the management is vested in the members, rather than managers, the names and addresses of the member or members are:

NAME	ADDRESS
WPcom Colorado, Inc.	1500 East 128th Avenue
(formerly Amrion, Inc.)	Thornton, Colorado 80241
SIXTH:         The name and address of each organizer is:
NAME	ADDRESS
Bruce H. Hallett	Hallett & Perrin, P.C.
	717 N. Harwood Suite 1400 Dallas, Texas 75201

Signed:	/s/ Bruce H. Hallett
	Bruce H. Hallett, Organizer

EX-3.78

Exhibit 3.78

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

PHYSIOLOGICS, LLC

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF PHYSIOLOGICS, LLC, dated as of January 3, 2000 (this “Agreement”), is executed by WPcom Colorado, Inc. (formerly Amrion, Inc.), a Colorado corporation, as the sole member (the “Sole Member”) of Physiologies, LLC, a Colorado limited liability company (the “Company”). Terms capitalized in this Agreement have the meaning given them in Section 10 hereof.

W I T N E S S E T H:

WHEREAS, the Company has been organized as a limited liability company under the Colorado Limited Liability Company Act by virtue of filing Articles of Organization in the office of the Secretary of State of the State of Colorado; and

WHEREAS, the Sole Member initially owns all of the membership interests in the Company; and

WHEREAS, the Sole Member desires to adopt this Agreement in order to provide for the regulation and management of the Company;

NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained from the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

GENERAL

SECTION 1.1. Formation. The Company has been organized as a limited liability company under the Colorado Limited Liability Company Act by virtue of the filing of the Articles of Organization in the office of the Secretary of State of the State of Colorado. Upon the adoption of this Agreement, the rights of the Sole Member and any additional Members to be admitted in the future in connection with the regulation and management of the Company shall be as provided for in this Agreement and, except as otherwise expressly provided herein, the Colorado Limited Liability Company Act. Any reference to the “Sole Member” shall include any additional Members admitted in the future unless the context clearly indicates otherwise.

SECTION 1.2. Name. The name of the Company shall be “Physiologics, LLC.” The business of the Company shall be conducted under the name “Physiologics, LLC” or such other name or names as the Sole Member shall determine from time to time.

SECTION 1.3. Period of Duration. The Company’s duration shall be perpetual, unless it is earlier dissolved in accordance with the provisions of this Agreement.

SECTION 1.4. Registered Office and Registered Agent. The address of the registered office of the Company in the State of Colorado shall be as set forth in the Articles of Organization until the Company changes its registered office in accordance with the provisions of the Colorado Limited Liability Company Act. The registered agent of the Company shall be as set forth in the Articles of Organization until the Company changes its registered agent in accordance with the Colorado Limited Liability Company Act. The registered office or registered agent of the Company may be changed from time to time by the Sole Member.

SECTION 1.5. Principal Office. The principal office of the Company shall be located at 1500 East 128^th Avenue, Thornton, Colorado 80241 or such other place as the Sole Member shall determine from time to time.

SECTION 1.6. Qualification in Other Jurisdictions. The Sole Member shall cause the Company to be qualified, formed or registered under limited liability company acts, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business and in which the Sole Member determines in its sole discretion that such qualification, formation or registration is necessary or appropriate. Any officer of the Company designated by the Sole Member shall have the authority to execute, deliver and file such certificates and other instruments (and any amendments or restatements thereof) as are necessary for the Company to be qualified, formed or registered under limited liability company acts, assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business.

ARTICLE II

PURPOSES AND POWERS

SECTION 2.1. Purposes. The purposes of the Company are as follows:

(a)to operate and manage a business consisting of catalog and e-commerce sales of nutritional supplements;

(b)to engage in all other activities necessary, convenient or incidental to the foregoing business; and

(c)to transact any or all other lawful business for which limited liability companies may be organized under the Colorado Limited Liability Company Act.

SECTION 2.2. Powers.   The Company shall have all such powers as are necessary or appropriate to carry out the purposes of the Company.

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ARTICLE III

MEMBERS

SECTION 3.1. Admission of Members.

(a)The Sole Member shall be admitted to the Company as a Member upon the execution of this Agreement.

(b)Any person or entity to whom an Interest is issued by the Company after the date hereof pursuant to this Agreement shall be admitted to the Company as a Member upon the written approval of the Sole Member.

(c)Any person or entity to whom an Interest is transferred in accordance with the terms and conditions set forth in this Agreement shall be admitted to the Company as a Member upon the written approval of the Sole Member.

SECTION 3.2. Outside Activities. Neither a Member nor any of its Affiliates, shareholders, partners, members, directors, managers, officers or employees shall be expressly or impliedly restricted or prohibited by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever. Any Member and its Affiliates, shareholders, partners, members, directors, managers, officers and employees shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description, including activities and business ventures in direct competition with the Company. Neither a Member nor any of its Affiliates, shareholders, partners, members, directors, managers, officers or employees shall be obligated by virtue of this Agreement to present any particular business opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be taken, pursued or developed by the Company, and such Person shall have the right to take, pursue and develop any such opportunity for its own account (individually or as a partner, member, shareholder, fiduciary or otherwise) or to present or recommend it to any third party. Neither the Company nor any Member shall have any rights or claims by virtue of this Agreement or the relationships created hereby in any activities or business ventures of any Member or its Affiliates, shareholders, partners, members, directors, managers, officers and employees (it being expressly understood and agreed that any and all such rights and claims are hereby irrevocably waived by each Member on its behalf and on behalf of the Company).

ARTICLE IV

CAPITAL CONTRIBUTIONS;

INTERESTS

SECTION 4.1. Capital Contributions. The initial amount contributed to the Company by the Sole Member is $1,000.

SECTION 4.2. Nature of Interests An interest is personal property. A Member has no rights in respect of or interest in specific property of the Company.

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SECTION 4.3. No Preemptive Rights. No Member shall have any preemptive, preferential or other similar right with respect to (i) the making of additional Capital Contributions to the Company; (ii) the issuance or sale of Interests of any class or series; or (iii) the issuance or sale of any other securities of the Company.

SECTION 4.4. No Return of Capital Contributions. Except as expressly provided herein, a Member shall not be entitled to the return of any part of his or its Capital Contributions or to be paid any interest, salary or drawing in respect of his or its Capital Contributions or Capital Account. A Capital Contribution which has not been repaid is not a liability of the Company or any Member.

ARTICLE V

OFFICERS

SECTION 5.1. Officers.

(a)Qualifications. Each officer of the Company shall be a natural person. An officer need not be a Member.

(b)Authority.   All officers of the Company shall have such powers and authority, subject to the direction and control of the Sole Member, and shall perform such duties in connection with the management of the business and affairs of the Company as are provided in this Agreement, or as may be determined from time to time by resolution of the Sole Member. In addition, except as otherwise expressly provided herein, each officer shall have such powers and authority as would be incident to his or her office if he or she served as a comparable officer of a Colorado corporation.

(c)Designation and Election.    The officers of the Company shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Sole Member.  In addition, the Sole Member shall have the authority to elect such other officers, including Vice Presidents and assistant officers, as it may from time to time determine. Any two or more offices may be held by the same person. The persons serving as the initial officers of the Company shall be as follows:

Name	Office
John Mackey	President and Chief Executive Officer
Carl Morris	Vice President
Dave Robinson	Vice President
Betsy Foster	Vice President, Chief Financial Officer, Secretary and Treasurer
Glenda Flanagan	Assistant Secretary
Linda Fontaine	Assistant Secretary
Leslie Ellerbe	Assistant Secretary
Lisa LaForge	Assistant Secretary

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(d)Vacancies.    Any vacancy occurring in an office may be filled by the Sole Member.

(e)Removal.   Any officer of the Company may be removed by the Sole Member whenever in its judgment the best interests of the Company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election as an officer of the Company shall not of itself create any contract rights.

(f)President.    The President shall be the chief executive officer of the Company, and, under the direction and subject to the control of the Sole Member, the President in general shall supervise and control all of the business and affairs of the Company and shall see that all orders and resolutions of the Sole Member are carried into effect.  The President may execute and deliver any deeds, mortgages, bonds, contracts or other instruments that the Sole Member has authorized to be executed and delivered, except in cases where the execution and delivery thereof shall be expressly and exclusively delegated to another officer of the Company by the Sole Member or this Agreement, or where the execution and delivery thereof shall be required by law to be executed and delivered by another person.  In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed from time to time by the Sole Member.

(g)Vice Presidents.    Each Vice President elected by the Sole Member and shall report to the President.   Each Vice President may perform the usual and customary duties that pertain to such office (but not any unusual or extraordinary duties conferred by the Sole Member upon the President) and, under the direction and subject to the control of the Sole Member and the President, such other duties as may be assigned to him or her from time to time by the Sole Member or the President.

(h)Secretary.    The Secretary shall attest with his or her signature all deeds, conveyances or other instruments requiring the seal of the Company. The Secretary shall have full power and authority on behalf of the Company to execute any consents of shareholders, partners or members and to attend, and to act and to vote in person or by proxy at, any meetings of the shareholders, partners or members of any corporation, partnership or limited liability company in which the Company may own stock or other equity securities, and at any such meetings, the Secretary shall possess and may exercise any and all the rights and powers incident to the ownership of such securities that, as the owner thereof the Company might have possessed and exercised if present. The Secretary shall keep in safe custody the seal (if any) of the Company. The Secretary shall also perform, under the direction and subject to the control of the Sole Member, such other duties as may be assigned to him or her from time to time.

(i)Treasurer.    The Treasurer, if any, shall have the care and custody of all the funds and securities of the Company that may come into his or her hands as Treasurer. The Treasurer may endorse checks, drafts and other instruments for the payment of money for deposit or collection when necessary or proper and may deposit the same to the credit of the Company in such banks or depositories as the Sole Member may designate from time to time, and the Treasurer may endorse all commercial documents requiring endorsements for or on behalf of the Company. The Treasurer may sign all receipts and vouchers for the payments made to the Company. The Treasurer shall render an account of his or her transactions to the Sole Member

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or President as often as the Sole Member or President shall require from time to time. The Treasurer shall enter regularly in the books to be kept by him or her for that purpose, a full and adequate account of all monies received and paid by him or her on account of the Company. The Treasurer shall also perform, under the direction and subject to the control of the Sole Member and the President, such other duties as may be assigned to him or her from time to time.

(j)Delegation of Authority.    In the case of any absence of any officer of the Company or for any other reason that the Sole Member may deem sufficient, the Sole Member may delegate some or all of the powers or duties of such officer to any other officer for whatever period of time the Sole Member deems appropriate.

(k)Compensation; Reimbursement of Expenses,  The salaries or other compensation of the officers of the Company shall be fixed from time to time by the Sole Member. The officers of the Company shall be entitled to prompt reimbursement of all reasonable out-of-pocket expenses incurred in the course of the performance of their duties.

ARTICLE VI

CAPITAL ACCOUNTS AND ALLOCATIONS

SECTION 6.1. Capital Accounts.   The Company shall establish and maintain a capital account (“Capital Account”) for each Member in accordance with Section 704(b) of the Code and Treasury Regulations Section 1.704-1(b)(2)(iv).

SECTION 6.2. Profits and Losses.   All income, gains, losses and deductions of the Company shall be allocated, for financial accounting and tax purposes, between the Members pro rata in accordance with their Interests.

SECTION 6.3. Distributions to Members.   Except upon liquidation, all distributions of cash or property of the Company to the Members shall be made in accordance with their Interests.

SECTION 6.4. Limitations on Allocations.   Notwithstanding the provisions contained in Article VI of this Agreement, should any provision conflict with the provisions contained in Treasury Regulations §1.704-1(b)(iv), the provisions of said Treasury Regulations shall apply so as to cause the Company’s provisions relating to allocations and distributions to be in compliance with such Regulations.

ARTICLE VII

BOOKS, RECORDS AND INFORMATION;

FINANCIAL MATTERS

SECTION 7.1. Book and Records.   At all times until the dissolution and termination of the Company, the Company shall maintain separate books of account which show a true and accurate record of all costs and expenses incurred, all charges made, all credits made and

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received and all income derived in connection with the conduct of the business of the Company in accordance with this Agreement. In addition, the Company shall keep and maintain in its principal office all the information required to be kept and maintained in accordance with the Colorado Limited Liability Company Act and shall make such information available to any Member at reasonable request during ordinary business hours as provided in such Act.

SECTION 7.2. Fiscal Year.    The fiscal year of the Company shall end each year on the last Sunday of September.

ARTICLE VIII

LIABILITY AND INDEMNIFICATION

SECTION 8.1. No Liability for Company Debts; Limited Liability.

(a)The debts, liabilities and obligations of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, liabilities and obligations of the Company, and no Member or officer shall be liable for any such debts, liabilities or obligations.

(b)Except as otherwise expressly required by law, no Member, in its capacity as Member, shall have any liability to the Company, any other Member or the creditors of the Company in excess of the obligation of such Member to make the Capital Contributions in accordance with the provisions of this Agreement (to the extent that such Capital Contributions have not yet been made) and any other payments required to be made by such Members under the express provisions of this Agreement.

SECTION 8.2.  Good Faith Actions; Exculpation

(a)To the fullest extent permitted by applicable law, no Covered Person shall be liable to the Company or any Member (or Affiliate of a Member) as a result of or in connection with any actions or omissions with respect to the Company on the part of such Covered Person in his or its capacity as such based on any claim of breach of fiduciary duty to the extent that such Covered Person (i) conducted himself or itself in good faith and (ii) reasonably believed that his or its conduct was in the best interests of the Company, regardless of the negligence or other result of such Covered Person.

(b)A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by the Sole Member, any Officer or other Person as to matters the Covered Person reasonably believes are within the professional or expert competence of such Member, officer or other Person and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

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SECTION 8.3. Indemnification.

(a)To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, damages, liabilities, judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses (including court costs and attorney’s fees) actually incurred by such Covered Person in connection with any threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such a claim, demand, action, suit or proceeding and any inquiry or investigation that could lead to such a claim, demand, action, suit or proceeding (any such claim, demand, action, suit, proceeding, appeal, inquiry or investigation being hereinafter referred to as a “Proceeding”), in which such Covered Person was, is or is threatened to be made a named defendant or respondent as a result of or based upon his or its status as a Covered Person or any action or omission taken by him or it in his or its capacity as such, regardless of whether any of said losses, claims, damages, liabilities, judgments, penalties, fines, settlements or expenses resulted from the negligence or other fault of such Covered Person.

(b)Notwithstanding the provisions of paragraph (a) above, in the case of a Proceeding in which a Covered Person is found liable on the basis that personal benefit was improperly received by the Covered Person, whether or not the benefit resulted from an action taken in his or its official capacity, or is found liable to the Company, the indemnification provided under such paragraph (i) shall be limited to reasonable expenses actually incurred by such Covered Person in connection with the Proceeding and (ii) shall not be made in respect of any Proceeding in which such Covered Person shall have been found liable for willful or intentional misconduct in the performance of his or its duty to the Company. A Covered Person shall be deemed to have been found liable in respect of any claim, issue or matter only after the Covered Person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

(c)A determination that the requirements for indemnification of a Covered Person pursuant to paragraph (a) above have been satisfied shall be made as follows:

(i)the Sole Member; or

(ii)by special legal counsel selected by the Sole Member.

(d)To the fullest extent permitted by law and without limiting any right granted to a Covered Person under this Section 8.3, the Company shall indemnify and hold harmless each Covered Person from and against any and all reasonable expenses (including court costs and attorney’s fees) incurred by such Covered Person in connection with a Proceeding in which the Covered Person was a named defendant or respondent because of his or its status as such, if such Covered Person has been wholly successful, on the merits or otherwise, in the defense of such Proceeding.

(e)To the fullest extent permitted by law, the Company shall pay or reimburse, in advance of the final disposition of a Proceeding and without the determination specified in paragraph (c) above, reasonable expenses (including court costs and attorney’s fees) incurred by

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a Covered Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding because of his or its status as a Covered Person, after the Company receives a written affirmation by such Covered Person of his or its good faith belief that he or it has met the standard of conduct necessary for indemnification under the Colorado Limited Liability Company Act and a written undertaking by or on behalf of such Covered Person to repay the amount paid or reimbursed if it is ultimately determined that such Covered Person has not met such standard or if it is ultimately determined that indemnification of the Covered Person against expenses incurred in connection with the Proceeding is prohibited under paragraph (a) above. The written undertaking required by the preceding sentence must be an unlimited general obligation of the Covered Person but need not be secured. It may be accepted without reference to financial ability to make repayment.

(f)The Company shall indemnify and advance expenses to Person who is or was serving at the request of the Company as a manager, officer, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise to the same extent that it may indemnify and advance expenses to Covered Persons under this Section 8.3.

(g)The indemnification and advancement of expenses provided for in this Section 8.3 shall be in addition to any other rights to which a Covered Person may be entitled pursuant to any contract or agreement or any approval of the Sole Member as a matter of law, whether with respect to an action of a Covered Person in his capacity as such or in any other capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of a Covered Person.

(h)The Company may, but shall not be obligated to, purchase and maintain insurance or another arrangement on behalf of any Covered Person or any Person who is or was serving at the request of the Company as a manager, officer, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic limited liability company or corporation, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him or it and incurred by him or it in such a capacity or arising out of his or its status as such, whether or not the Company would have the power to indemnify him or it against that liability under this Section 8.3.

(i)The agreements contained in this Section 8.3 shall survive any dissolution or termination of the Company.

ARTICLE IX

DISSOLUTION, LIQUIDATION AND TERMINATION

SECTION 9.1. Dissolution.    The Company shall be dissolved and its affairs shall be wound up upon the adoption by the Sole Member (or, if more than one, all of the Members) of a resolution providing that the Company shall be dissolved as of the date specified therein.

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SECTION 9.2.  Liquidation.    Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Sole Member shall designate one or more Persons (the “Liquidating Trustees”) to accomplish the winding up of the business and affairs of the Company. Upon their designation, the Liquidating Trustees shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Colorado Limited Liability Company Act. In winding up the business and affairs of the Company, the Liquidating Trustees may take any and all actions that they determine in their sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Liquidating Trustees to minimize the losses that may result from a liquidation.

SECTION 9.3.  Application of Company Assets.   In winding up the business and affairs of the Company, the assets of the Company shall be paid and distributed in the following manner and priority:

(a)first, to the extent otherwise permitted by law, to creditors, including Members who are creditors in satisfaction of liabilities (other than for distributions) of the Company, whether by payment or by establishment of reserves;

(b)second, to Members in satisfaction of the Company’s liability for distributions; and

(c)third, to Members in proportion to their respective Interests.

SECTION 9.4.  Articles of Dissolution; Termination. Upon the completion of the winding up of the business and affairs of the Company, when all liabilities and obligations of the Company have been paid or discharged, or adequate provision has been made therefor (or, in case the property and assets of the Company are not sufficient to satisfy and discharge all of its liabilities and obligations, then when all the property and assets have been applied so far as they will go to the just and equitable payment of its liabilities and obligations) and all the remaining property and assets of the Company have been distributed to the Members in accordance with their respective rights and interests set forth in Section 9.3, articles of dissolution shall be executed on behalf of the Company by an Officer or Member designated by the Liquidating Trustees, which articles of dissolution shall comply with the requirements of the Colorado Limited Liability Company Act, and the Liquidating Trustees shall cause such articles of dissolution to be filed in the office of the Secretary of State of the State of Colorado and shall take such other actions as they may determine are necessary or appropriate to terminate the Company. The existence of the Company shall terminate (except to the extent expressly provided in the Colorado Limited Liability Company Act) when a certificate of dissolution with respect to the Company has been issued by the Secretary of State of the State of Colorado.

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SECTION 9.5.  Claims of the Members.   The Members and former Members shall look solely to the property and assets of the Company for the return of their Capital Contributions, and if the property and assets of the Company remaining after payment of or due provision for all liabilities to creditors are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any Member.

SECTION 9.6.  Waiver of Partition.   Each Member hereby waives until termination of the Company any and all rights that it may have to maintain an action for partition of the property and assets of the Company.

ARTICLE X

DEFINITIONS

AND INTERPRETATION

SECTION 10.1.Definitions.

(a)As used in this Agreement, the terms set forth below shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term “control” means the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise (and the terms “controlling” and “controlled” have correlative meanings).

“Articles of Organization” means the Articles of Organization of the Company as in effect on the date hereof and any and all amendments thereto and restatements thereof filed from time to time hereafter on behalf of the Company in the office of the Secretary of State of the State of Colorado.

“Capital Contribution” means, with respect to any Member, the amount which such Member has contributed or is deemed to have contributed to the Company in accordance with this Agreement.

“Covered Person” means (i) any officer or manager of the Company and (ii) to the extent provided by resolution of the Sole Member, any other employee or agent of the Company or any of its Affiliates.

“Interest” means a membership interest in the Company, including, but not limited to, (i) the right to allocations of profits and losses of the Company, (ii) the right to receive distributions from the Company and (iii) the right, if any, to vote on matters submitted to a vote of the Members.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time (and any successor statute).

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“Member” means the Sole Member and any Person admitted as a member of the Company as of the date hereof or at any time hereafter in accordance with this Agreement (but not any Person who has ceased to be a member of the Company).

“Person” means an individual, or a corporation, limited liability company, partnership (whether general or limited), joint venture, trust, unincorporated organization, joint stock company, association, or other entity, or any government, or any agency or subdivision thereof.

“Transfer” means, with respect to an interest, a sale, assignment, transfer or exchange of, the grant of a mortgage, pledge, security interest or other encumbrance on or with respect to, or any other disposition of such interest (including, without limitation, by operation of law), and the term “Transferred” shall have a correlative meaning.

“Treasury Regulations means the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Internal Revenue Code. All references herein to sections of the Treasury Regulations shall include any corresponding provision or provisions of succeeding, similar, substitute, proposed or final Treasury Regulations.

SECTION 10.2.Interpretation.

(a)The headings and subheadings in this Agreement are included for convenience of reference only and are in no way intended to describe, interpret, define, extend or limit the scope or meaning of this Agreement or any provision hereof.

(b)Nouns, pronouns and verbs used in this Agreement shall be construed as masculine, feminine, neuter, singular or plural, as the context requires.

(c)Unless the context otherwise requires, all references herein to “Articles,” “Sections,” “paragraphs” and “subparagraphs” shall refer to provisions of this Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1.Amendment.   Any provision of this Agreement may be modified or amended if such modification or amendment is adopted by the Sole Member.

SECTION 11.2.Entire Agreement,   This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements and understandings and all contemporaneous oral agreements and understandings among the parties or any of them with respect to the subject matter hereof. All Appendices hereto are expressly made a part of this Agreement.

SECTION 11.3.Parties in Interest; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (it being understood and agreed that, except as expressly provided herein, nothing contained in this

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Agreement is intended to confer any rights, benefits or remedies of any kind or character on any other Person under or by reason of this Agreement).

SECTION 11.4.Governing Law.  This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without regard to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

SECTION 11.5.Severability.   In the event that any provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any such provision in every other respect and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not be in any way impaired thereby.

IN WITNESS WHEREOF, the Sole Member has executed this Agreement in order to evidence the adoption hereof as of the date first above written.

WPcom Colorado, Inc. (formerly Amrion, Inc.),
a Colorado corporation
By:	/s/ Betsy Foster
	Betsy Foster, Vice President

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EX-3.79

Exhibit 3.79

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

• First: The name of this Corporation is Precision Engineered Limited (USA).

• Second: Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Zip Code 19808. The registered agent in charge thereof is Corporation Service Company.

• Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total authorized capital stock of this corporation is One Thousand Dollars ($1,000) divided into One Thousand shares of One Dollar ($1.00) each.

• Fifth: The name and mailing address of the incorporator are as follows:

Name John Patrick Paraschos, Esq.

Mailing Address 90 Orville Drive, Bohemia, New York Zip Code 11716

• I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 15^th day of March, A.D. 2004.

BY:	/s/ John Patrick Paraschos
	(Incorporator)
NAME:		John Patrick Paraschos, Esq.
		(Type or Print)

EX-3.80

Exhibit 3.80

BY-LAWS

OF

PRECISION ENGINEERED LIMITED (USA)

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond bv Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and

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(2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless

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a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

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SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each

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employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that

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some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification

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sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall

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upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation

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from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.81

Exhibit 3.81

CERTIFICATE OF INCORPORATION

OF

PURITAN’S PRIDE, INC.

FIRST:The name of the Corporation is PURITAN’S PRIDE, INC.

SECOND:Its registered office and place of business in the State of Delaware is to be located at 410 South State Street in the City of Dover, County of Kent. The Registered Agent in charged thereof is XL CORPORATE SERVICES, INC.

THIRD:The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on are to do any or all things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

FOURTH:The corporation shall be authorized to issue Two Million (2,000,000) Common Shares at One ($.01) Cent Par Value.

FIFTH:The name and address of the incorporator is as follows: Cheryl Morris, 410 South State Street, Dover, Delaware 19901.

SIXTH:The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of this Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of this corporation.

The By-Laws shall determine whether and to what extent the account and books of this corporation, or any of them, shall be open to the inspection of the stockholders; no stockholder shall have any right of inspecting any account, or book, or document of this Corporation, except as conferred by the law or the By-Laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside of the State of Delaware, at such places as may be, from time to time, designated by the By-Laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

It is the intention that the objects, purposes and powers specified in the THIRD paragraph hereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this certificate of incorporation, but that the objects, purposes and powers specified in the THIRD

paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH:The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this

24th day of July, 1979.

Dated at Dover, Delaware	/s/ Cheryl Morris	(SEAL)
In the presence of

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EX-3.82

Exhibit 3.82

BY-LAWS

of

PURITAN’S PRIDE, INC.

ARTICLE I

Shareholders

Section 1.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors. At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.Place of Meeting. Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.Notice. Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be written or electronic. If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms. If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, after the adjournment the Board of Directors fixes a new record

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date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.Quorum. At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.Organization. The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all Vice Presidents, the holders of a majority of

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the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.Voting. Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation. A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy must be executed by the shareholder or his or her authorized agent. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.Inspectors. The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof. If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability. The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.Consent of Shareholders in Lieu of Meeting. Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

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Section 10.Determination of Shareholders of Record for Certain Purposes. For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.Waivers of Notice. Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him. The attendance of a Director or committee member at a

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meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.Number and Term of Office. The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies). Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law. Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.Removal, Vacancies and Additional Directors. Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose. Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by

8

vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.Place of Meeting. Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.Regular Meetings. Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held. No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or

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telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed. The notice of a meting need not specify the purpose of the meeting. Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.Quorum. Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.Organization. The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting. If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

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At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.Committees. The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.Dividends. Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.Compensation of Directors. A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

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Section 11.Consent of Directors or Committee in Lieu of Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.Titles and Appointment. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III. All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board. The officers may, but need not, be Directors. The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause. The election

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or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders; shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and

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other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary. The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.Powers and Duties of the Treasurer. The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.Additional Officers. The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited

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to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.Voting upon Shares, etc. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

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ARTICLE IV

Indemnification of Directors and Officers

Section 1.Nature of Indemnity. Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

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(b)The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any

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successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.Successful Defense. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

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Section 3.Determination that Indemnification is Proper. Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV.

(2)if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.Advance Payment of Expense. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any

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indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.Survival; Preservation of Other Rights. The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the

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result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received

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payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.Certificates for Shares. Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees. No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

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Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.Transfer of Shares. Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors. Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.Regulations. The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of

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Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

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Section 4.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

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ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors. By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.83

Exhibit 3.83

ARTICLES OF INCORPORATION

OF

REXALL, INC.

ARTICLE I: The name of this corporation is:

Rexall, Inc.

ARTICLE II: The principal place of business and mailing address of corporation is:

6111 Broken Sound Parkway, NW

Boca Raton, Florida 33487

ARTICLE III: The nature of the business to be conducted or promoted and the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Florida Business Corporation Act of the State of Florida

ARTICLE IV: The total number of shares of stock, which the corporation shall have authority to issue, is 1,000 all of which shall be Common Stock, without par value.

ARTICLE V: The number of directors of the corporation shall be fixed from time to time by the By-Laws of the corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

ARTICLE VI: The name and Florida street address of the registered agent is:

Richard Werber

6111 Broken Sound Parkway, NW

Boca Raton, Florida 33487

ARTICLE VII: The name and Florida mailing address of the incorporator is:

Richard Werber

6111 Broken Sound Parkway, NW

Boca Raton, Florida 33487

ARTICLE VIII: The corporation is to have perpetual existence.

ARTICLE IX: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized, to make, alter or amend the By-Laws of the corporation.

ARTICLE X: Meetings of stockholders may be held outside of the State of Florida at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

ARTICLE XI: This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator herein before named for the purpose of forming a corporation pursuant to the Florida Business Corporation Act of the State of Florida do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 8 day of January 2003.

		/s/ Richard Werber
		Richard Werber
STATE OF FLORIDA	)
BOCA RATON	) SS

On this January 8, 2003, before me a Notary Public, personally appeared, Richard Werber, who severally acknowledged that he/she executed the above instrument.

/s/ Carole Vitale

Notary Public

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CERTIFICATE OF ACCEPTANCE

OF

APPOINTMENT OF REGISTERED AGENT

The undersigned, having been named Registered Agent, on behalf of Rexall, Inc., hereby accepts such designation and is familiar with, and accepts, the obligations of such position, as provided in Florida Statues §607.0505.

/s/ Richard Werber

Richard Werber

EX-3.84

Exhibit 3.84

BY-LAWS

OF

REXALL, INC.

(A Florida Corporation)

BY-LAWS

OF

REXALL, INC.

ARTICLE I.

OFFICES

Section 1.Registered Office. The registered office of REXALL, INC., a Florida Corporation (the “Corporation”), shall be located in the City of Boca Raton, State of Florida.

Section 2.Other Offices. The Corporation may also have offices at such other places, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 1.Annual Meeting. The annual meeting of the shareholders of Rexall, Inc. (the “Corporation”) for the election of directors and the transaction of other business shall be held on the date and at the time and place that the board of directors determines. If any annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2.Special Meetings. Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors, or when demanded in writing by the holders of not less than ten percent, unless a greater percentage not to exceed 50 percent is required by the articles of incorporation, of all the shares entitled to vote at the meeting. Such demand must be delivered to the Corporation’s secretary. A meeting demanded by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the special meeting.

Section 3.Place. Meetings of shareholders may be held either within or outside the State of Florida as determined by the board of directors and as stated in the notice of the meeting.

Section 4.Notice. A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than ten nor more than sixty days before the date set for the

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meeting, either personally or by first-class mail, by or at the direction of the president, the secretary, or the officer or other persons calling the meeting. If mailed, the notice shall be considered delivered when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the Corporation.

Section 5.Waivers of Notice. Whenever any notice is required to be given to any shareholder of the Corporation under these bylaws, the articles of incorporation, or the Florida General Corporation Act, a written waiver of notice, signed anytime by the person entitled to notice shall be equivalent to giving notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of notice of the meeting, except when the shareholder attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened. Attendance also waives objection to consideration of any matter not within the purposes described unless the shareholder objects when the matter is presented.

Section 6.Closing Transfer Books or Fixing Record Date. For the purpose of determining the shareholders for any purpose, the board of directors may either require the stock transfer books to be closed for up to seventy days or fix a record date, which shall be not more than seventy days before the date on which the action requiring the determination is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, that determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 7.Voting Record. At least ten days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at the meeting, listing each shareholder’s address and the number, class, and series of shares that he holds. For ten days before the meeting, the list shall be kept on file at the Corporation’s registered office or the principal place of business, and any shareholder may inspect the list anytime during usual business hours. The list shall also be produced and kept open at the time and place of the meeting, at which time any shareholder may inspect the list.

If the requirements of this section have not been substantially complied with, the meeting, on the demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no demand for adjournment is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8.Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares entitled to vote on the matter is the act of the shareholders unless otherwise provided by law. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum does not affect the validity of an adjournment of the meeting or an action taken at the meeting prior to the shareholders’ withdrawal.

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Authorized but unissued shares, including those required by the Corporation, shares of stock of this Corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this Corporation, and shares of stock of this Corporation that it holds in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any time. The chairman of the board, the president, any vice president, the secretary, and the treasurer of a corporate shareholder are presumed to possess, in that order, authority to vote shares standing in the name of a corporate shareholder, absent a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Shares held by an administrator, executor, guardian, or conservator may be voted by him without a transfer of the shares into his name. A trustee may vote shares standing in his name, but no trustee may vote shares that are not transferred into his name. If he is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote shares standing in his name or held by or under his control, without transferring the shares into his name. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares unless the instrument creating the pledge provides otherwise.

ARTICLE III.

DIRECTORS

Section 1.Function. The business of this Corporation shall be managed and its corporate powers exercised by the board of directors.

Section 2.Number. The Corporation shall have two directors initially. The number of directors may be increased or diminished from time to time by an amendment to these bylaws, which shall be in written form and approved by the holders of a majority of the outstanding shares of stock of the Corporation at any regular or special meeting of shareholders, but no decrease shall have the effect of shortening the term of any incumbent director, unless the shareholders remove the director.

Section 3.Qualification. Each member of the board of director must be a natural person who is 18 years of age or older. A director need not be a resident of Florida or the United States or a shareholder of the Corporation.

Section 4.Election and Term. The terms of the initial directors of a Corporation expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. Directors are elected at the first annual shareholders’ meeting and each annual meeting thereafter. Despite the expiration of a director’s term, he continues to serve until his successor is elected or until there is a decrease in the number of directors.

Section 5.Compensation. The board of directors has authority to fix the compensation of the directors, as directors and as officers.

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Section 6.Duties of Directors. A director shall discharge his duties as a director, including his duties as a member of any committee of the board upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation.

Section 7.Presumption of Assent. A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action unless he votes against or abstains from the action taken, or he objects at the beginning of the meeting to holding or transacting specified business at the meeting.

Section 8.Vacancies. Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created because of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if the number of remaining directors does not constitute a quorum of the board of directors. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.

Section 9.Resignation or Removal of Directors. Shareholders may remove one or more directors, and fill any vacancy or vacancies created by the removal, by a vote of the holders of a majority of the shares entitled to vote at an election of directors. A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.

A director may resign at any time by delivering written notice to the board of directors or its chairman or to the Corporation. A resignation is made effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

Section 10.Quorum and Voting. A majority of the board of directors constitutes a quorum for the transaction of business. The affirmative vote of the majority of the directors at a meeting at which a quorum is present is the act of the board of directors.

Section 11.Place of Meetings. Regular and special meetings by the board of directors may be held within or outside the State of Florida.

Section 12.Regular Meetings. A regular meeting of the board of directors shall be held without notice, other than this bylaw, immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the resolution.

Section 13.Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any directors.

Section 14.Notice of Meetings. Special meetings of the board of directors must be preceded by at least two days’ notice of the date, time, and place of the meeting. Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a

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waiver of notice of the meeting and all objections to the time, and place of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

ARTICLE IV.

OFFICERS

Section 1.Officers. The officers of the Corporation shall consist of a president, a secretary, and a treasurer, and may include one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be elected initially by the board of directors at the organizational meeting of board of directors and thereafter at the first meeting of the board following the annual meeting of the shareholders in each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have the authority and perform the duties prescribed by the board. All officers shall hold office until their successors have been appointed and have qualified or until their earlier resignation, removal from office, or death. The same individual may simultaneously hold more than one office in a Corporation. The failure to elect a president, secretary, or treasurer shall not affect the existence of the Corporation. The bylaws or board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records for the Corporation.

Section 2.President. The president, subject to the directions of the board of directors, is responsible for the general and active management of the business and affairs of the Corporation, has the power to sign certificates of stock, bonds, deeds, and contracts for the Corporation, and shall preside at all meetings of the shareholders.

Section 3.Vice Presidents. Each vice president has the power to sign bonds, deeds, and contracts for the Corporation and shall have the other powers and perform the other duties prescribed by the board of directors or the president. Unless the board otherwise provides, if the president is absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise any of the powers of the president. Any vice president may sign, with the secretary or assistant secretary, certificates for stock of the Corporation.

Section 4.Secretary. The secretary shall have the power to sign contracts and other instruments for the Corporation and shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and the corporate seal, attest the signatures of officers who execute documents on behalf of the Corporation, and assure that the seal is affixed

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to all documents of which execution on behalf of the Corporation under its seal is duly authorized, (d) keep a register of the post office address of each shareholder that shall be furnished to the secretary by the shareholder, (e) sign with the president, or a vice president, certificates for shares of stock of the Corporation, the issuance of which have been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of secretary and other duties as from time to time may be prescribed by the president or the board of directors.

Section 5.Treasurer. The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation, (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit monies in the name of the Corporation in the banks, trust companies, or other depositaries as shall be selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and other duties as from time to time may be assigned to him by the president or the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in the sum and with the surety or sureties that the board of directors determines.

Section 6.Removal or Resignation of Officers. A board of directors may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. An officer’s removal does not affect the officer’s contract rights, if any, with the Corporation.

An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

Section 7.Salaries. The board of directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from receiving his salary merely because he is also a director of the Corporation.

ARTICLE V.

INDEMNIFICATION

Any person, his heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he is or was a director, officer, employee, or agent of this Corporation or serves or served any other corporation or other enterprise in any capacity at the request of this Corporation, shall be indemnified by this Corporation, and this Corporation may advance his related expenses to the full extent permitted by law. In discharging his duty, any director, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the Corporation whom the director, officer, employee, or agent reasonably believes to be reliable and competent in the

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matters presented, (2) counsel, public accountants, or other persons as to matters that the director, officer, employee, or agent believes to be within that person’s professional or expert competence, or (3) in the case of a director, a committee of the board of directors upon which he does not serve, duly designated according to law, as to matters within its designated authority, if the director reasonably believes that the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his heirs, or personal representatives may be entitled. The Corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE VI.

STOCK CERTIFICATES

Section 1.Issuance. Every shareholder in this Corporation is entitled to have a certificate, evidencing all shares to which he is entitled. No certificate shall be issued for any share until the share is fully paid.

Section 2.Form. Certificates evidencing shares in this Corporation shall be signed by the president or a vice president and the secretary or an assistant secretary and may be sealed with the seal of this Corporation or a facsimile of the seal. Unless the Corporation stock is registered pursuant to every applicable securities law, each certificate shall bear an appropriate legend restricting the transfer of the shares evidenced by that certificate.

Section 3.Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate in the place of any certificate previously issued if the shareholder of record (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken, (b) requests the issue of a new certificate before the Corporation has noticed that the certificate has been acquired by the purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the Corporation, gives bond in the form that the Corporation directs, to indemnify the Corporation, the transfer agent, and the registrar against any claim that may be made concerning the alleged loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the Corporation.

Section 4.Restrictive Legend. Every certificate evidencing shares that are restricted as to sale, disposition, or other transfer shall bear a legend summarizing the restriction or stating that the Corporation will furnish to any shareholder, upon request and without charge, a full statement of the restriction.

ARTICLE VII.

DIVIDENDS

The board of directors from time to time may declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

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ARTICLE VIII.

SEAL

The corporate seal shall have the name of the Corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or an impression seal.

ARTICLE IX.

AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by either a vote of a majority of the full board of directors or by vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors. In order to be effective, any amendment approved hereby must be in writing and attached to these Bylaws.

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EX-3.85

Exhibit 3.85

ARTICLES OF INCORPORATION

In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit)

ARTICLE I

NAME

The name of the corporation shall be: Rexall Sundown, Inc.

ARTICLE II

PRINCIPAL OFFICE

The principal place of business/mailing address is:

6111 Broken Sound Pkwy., Boca Raton, FL 33487

ARTICLE III

PURPOSE

The purpose for which the corporation is organized is:

To engage in any lawful business activity pursuant to Florida Corporate Laws.

ARTICLE IV

SHARES

The number of shares of stock is: 1,000

ARTICLE V

INITIAL OFFICERS AND/OR DIRECTORS

List name(s), address(es) and specific title(s):

Ralph Denisco	Director/President	6111 Broken Sound Parkway, N.W.,
		Boca Raton, FL 33487
Richard Werber	Director/Secretary	6111 Broken Sound Parkway, N.W.,
		Boca Raton, FL 33487

ARTICLE VI

REGISTERED AGENT

The name and Florida street address of the registered agent is:

CT Corporation System

1200 S. Pine Island Rd.

Plantation, FL 33324

ARTICLE VII

INCORPORATOR

The name and address of the Incorporator is:

Guy E. Snyder

222 N. LaSalle Street

Chicago, IL 60601

Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment and agree to act in this capacity

Assistant Secretary

/s/ [Illegible]	7/10/03
Signature/Registered Agent	Date
/s/ Guy E. Snyder	7/10/03
Signature/Incorporator	Date

ARTICLES OF DISSOLUTION

Pursuant to section 607.1403, Florida Statutes, this Florida profit corporation submits the following articles of dissolution:

FIRST:	The name of the corporation is: RS OLDCO. Inc.
SECOND:	The date dissolution was authorized: August 22, 2003
THIRD:	Adoption of Dissolution (CHECK ONE)

ý	Dissolution was approved by the shareholders. The number of votes cast for dissolution was sufficient for approval.
o	Dissolution was approved by vote of the shareholders through voting groups.
	The following statement must be separately provided for each voting group entitled to vote separately on the plan to dissolve:

The number of votes cast for dissolution was sufficient for approval by

(voting group)

Signed this 22^nd day of August, 2003

Signature	/s/ Marco Bijl
	(By the Chairman or Vice Chairman of the Board, President, or other officer)
	RS OLDCO, Inc. Marco Bijl
	(Typed or printed name)
	President
	(Title)

ARTICLES OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

Rexall Sundown. Inc.

(present name)

513398

(Document Number of Corporation (If known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida profit corporation adopts the following articles of amendment to its articles of incorporation:

FIRST:Amendment(s) adopted: (indicate article number(s) being amended, added or deleted)

Article I:The name of the corporation shall be: RS OLDCO, Inc.

SECOND:If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, are as follows:

n/a

THIRD:The date of each amendment’s adoption: July 10, 2003

FOURTH:Adoption of Amendment(s) (CHECK ONE)

ý	The amendment(s) was/were approved by the shareholders. The number of votes cast for the amendment(s) was/were sufficient for approval.
o	The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):
	“The number of votes cast for the amendment(s) was/were sufficient for approval by
	(voting group)
o	The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
o	The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

Signed this 10th day of July, 2003

Signature	/s/ Richard Werber VP
	(By the Chairman or Vice Chairman of the Board of Directors, President or other officer if adopted by the shareholders)

Richard Werber

OR

(By a director if adopted by the directors)

OR

(By an incorporator if adopted by the incorporators)

(Typed or printed name)

(Title)

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

SUNDOWN VITAMINS, INC.

AND

CERTIFICATION OF PRESIDENT

The undersigned officer of Sundown Vitamins, Inc., a Florida corporation (the “Company”), does hereby certify that at a meeting held on April 22, 1993, upon recommendation of the Company’s Board of Directors, the Company’s Shareholders duly adopted the following Amended and Restated Articles of Incorporation, which include amendments requiring shareholder approval. The number of votes cast by the shareholders was sufficient for approval of the said Amended and Restated Articles of Incorporation.

ARTICLE I

NAME

The name of the corporation shall be REXALL SUNDOWN, INC.

ARTICLE II

PRINCIPAL OFFICE

The address of the principal office and the mailing address of the Company is 4031 N.E, 12th Terrace, Fort Lauderdale, FL 33334.

ARTICLE III

PURPOSE

The Company may engage in any and all businesses and activities permitted by the laws of the State of Florida. The Company shall have all of the powers vested in a corporation organized under and existing by virtue of such laws.

ARTICLE IV

CAPITAL

The aggregate number of shares which the Company shall have authority to issue is Twenty-five Million (25,000,000) shares of Common Stock having a par value of one cent ($.01) per share and Five Million (5,000,000) shares of Preferred Stock having a par value of one cent ($.01) per share.

A.Share Reclassification.   On the date of filing of these Amended and Restated Articles of Incorporation with the Department of State of the State of Florida, each issued and outstanding share of the Company’s previously authorized common stock, par value $.01 per share (the “Old Common Stock”), shall thereby and thereupon be classified and converted into 11,291.6 validly issued, fully paid and nonassessable shares of Common Stock. Each certificate that heretofore represented shares of Old Common Stock shall now represent the number of shares of Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted; provided, however, that upon the surrender of such currently outstanding certificates, each person holding of record a stock certificate or certificates, shall receive a new certificate or certificates evidencing and representing the number of shares of Common Stock to which such person is entitled.

B.Preferred Stock.   Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix the voting rights (but such voting rights, full or limited shall not exceed one vote per share of Preferred Stock), designations, powers, preferences and the relative participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, and to fix the number of shares constituting such series, and to increase or

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decrease the number of shares of any such series (but not below the number of shares thereof then outstanding).

ARTICLE V

DURATION

The Company is to have perpetual existence.

ARTICLE VI

REGISTERED OFFICE

The address of the Registered Office of the Company is 4031 N. E. 12th Terrace, Fort Lauderdale, FL 33334 and the name of the registered agent of this Company at that address is Richard Werber, Vice President-Legal Affairs, General Counsel and Secretary.

ARTICLE VII

DIRECTORS

The number of directors of the Company are as fixed in the Bylaws.

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IN WITNESS WHEREOF, Carl DeSantis, President of SUNDOWN VITAMINS, INC. has executed these Amended and Restated Articles of Incorporation this 30th day of April, 1993 to be effective upon filing by the Department of State of the State of Florida.

SUNDOWN VITAMINS, INC.
BY:	/s/ Carl DeSantis
	Carl DeSantis, President

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ARTICLES OF INCORPORATION

OF

SUNDOWN VITAMINS, INC.

WE, the undersigned, hereby associate ourselves together for the purpose of becoming a corporation under the Laws of the State of Florida, by and under the provisions of the Statutes of the State of Florida, providing for the formation, liability, rights, privileges and immunities of corporations for profit.

ARTICLE I

The name of this corporation shall be: SUNDOWN VITAMINS, INC.

ARTICLE II

The general nature of the business and the object and purposes proposed to be transacted and carried on, are to do any and all of the things mentioned herein, as fully and to the same extent as natural persons might or could do, viz:

1.To engage in the business of selling mail order pharmaceuticals, including, but not limited to:  vitamins, lotions, cream and other related items, bearing the Sundown name or other names.

2.To engage in a general mail order business marketing all types of goods suitable to marketing by a mail order firm.

3.To take, acquire, buy, hold, own, maintain, work, develop, sell, convey, lease, mortgage, exchange, improve and otherwise invest in and dispose of real estate and real property or any interest or rights therein without limit as to the amount; to do all things and engage in all

activities necessary and proper or incidental to the business of investing in and developing real estate.

4.To sell at wholesale and retail and to deal in any manner whatever in all types and descriptions or property; to do all things and engage in all activities necessary and proper or incidental in wholesale and retail business.

5.To conduct and carry on the business of builders and contractors for the purpose of building, erecting, altering, repairing or doing any other work in connection with any and all classes of building and improvements of any kind and nature, whatsoever, including the building, rebuilding, alteration, repairing or improvement of houses, factories, buildings, works, or erections of every kind and description whatsoever including the location, laying out and constructing of roads, avenues, docks, slips, sewers, bridges, wells, walls, canals, railroads or street railways, power plants and generally in all classes of buildings, erections and works, both public and private, or integral parts thereof, and generally to do and perform any and all works as builders and contractors, and with that end in view to solicit, obtain, make, perform and carry out contracts covering the building and contracting business and the work connected therewith.

6.To manufacturer, buy, sell, trade and deal in all and every kind of material product, manufactured and unmanufactured, iron, steel, wood, brick, cement, granite, stone, and other products and materials, including the quarrying of stone, to buy, acquire, hold, use, employ, mortgage, convey, lease, and dispose of patent rights, letters, patent processes, devices, inventions, trademarks, formulas, goodwill, and other rights, to lend money on bonds secured by mortgage and real property and to make advances from time to time on bonds secured by mortgage and real property and to make advances from time to time on bonds secured by

2

mortgage for future advances on real estate, but nothing herein set forth shall give or be construed to give said corporation any banking powers.

7.To purchase, acquire, hold, and dispose of stocks, bonds, and other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking, or insurance corporations) owning or controlling any articles which are or might be or become useful in the business of this company, and to purchase, acquire, hold and dispose of stocks, bonds, or other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking or insurance corporation) engaged in a business similar to that of this company, or engaged in the manufacturer, use or sale of property, or in the construction or operation of works necessary or useful in the business of this company, or in which, or in connection with which, the manufactured articles, product or property of this company may be used, or of any corporation with which this corporation is or may be used, or of any corporation with which this corporation is or may be authorized to consolidate according to law, and this company may issue in exchange therefor the stocks, bonds or other obligations of this company.

8.To purchase, take and lease, or in exchange, hire or otherwise acquire any real or personal property, rights or privileges suitable or convenient for any of the purposes of this business, and to purchase, acquire, erect and construct, make improvements of buildings or machinery, stores or works, insofar as the same may be appurtenant to or useful for the conduct of the business as above specified, but only to the extent to which the company may be authorized by the statutes under which it is organized.

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9.To acquire and carry on all or any part of the business or property of any company engaged in a business similar to that authorized to be conducted by this company, or with which this company is authorized under the laws of this state to consolidate, or whose stock the company under the laws of this state and the provisions of this certificate is authorized to purchase and to undertake in conjunction therewith, any liabilities of any person, firm, association, or company described as aforesaid, possessing of property suitable for any of the purposes of this company, or for carrying on any business which this company is authorized to conduct, and as for the consideration for the same to pay cash or to issue shares, stocks and obligations of this company.

10.To purchase, subscribe for or otherwise acquire and to hold the shares, stocks, or obligations of any company organized under the laws of this state or of any other state, or of any territory of the United States, or of any foreign country except moneyed or transportation or banking or insurance corporations, and to sell or exchange the same, or upon the distribution of assets or divisions of profits, to distribute any such shares, stocks, or obligations or proceeds thereof among the stockholders of this company.

11.To borrow or raise money for any purposes of the company, and to secure the same and interest, or for any other purpose, to mortgage all or any part of the property corporeal or incorporeal rights or franchises of this company now owned or hereafter acquired, and to create, issue, draw and accept and negotiate bonds and mortgages, bills of exchange, promissory notes or other obligations or negotiable instruments.

12.To guarantee the payment of dividends or interest on any shares, stock debentures or other securities issued by, or any other contract or obligation of, any corporation described as

4

aforesaid, whenever proper or necessary for the business of the company, and provided the required authority be first obtained for that purpose, and always subject to the limitations herein prescribed.

13.To acquire by purchase or otherwise own, hold, buy, sell, convey, lease, mortgage or incumber real estate or other property, personal or mixed.

14.To buy, sell, and generally trade in, store, carry and transport all kinds of goods, wares, merchandise, provisions and supplies.

15.And further to do and perform and cause to be done or performed each, any and all of the acts and things above enumerated, and any and all other acts and things insofar as the same may be incidental to or included in any or all of the general powers give, always provided on the grant of the foregoing enumerated powers is upon the express condition precedent that the various powers above enumerated shall be exercised by said company only in case the same are authorized to be exercised by the acts above recited under which said company is organized, and the same shall be exercised by said company only in the manner and to the extent that the same may be authorized to be exercised under the said acts above recited under which it was organized.   The said corporation may perform any part of its business outside of the State of Florida, in the other states or colonies of the United States of America, and in all foreign countries.

ARTICLE III

The maximum number of shares of stock that this corporation is authorized to have outstanding at any time is: Seven thousand five hundred at one dollar ($1.00) par value.

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ARTICLE IV

The amount of capital with which this corporation will begin business will be not less than Five Hundred Dollars ($500.00).

ARTICLE V

This corporation is to have perpetual existence.

ARTICLE VI

The street address of the initial registered office of this corporation is Suite 201, Southeast Bank Building, 7100 N. Kendall Drive, Miami, Florida 33156 and the name of the initial registered agent of this corporation at that address is John A. Margolis

ARTICLE VII

The number of directors shall be not less than two (2).

ARTICLE VIII

The names and street addresses of the first board of directors, who, subject to the provisions of the Certificate of Incorporation, the by-laws and the corporation of the State of Florida, shall hold office for the first year of the corporation’s existence or until their successors are elected and have qualified, are:

Name	Address
John A. Margolis	7100 N. Kendall Drive, Suite 201
	Miami, Florida 33156
Peter Previti	7100 N. Kendall Drive, Suite 201
	Miami, Florida 33156

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ARTICLE IX

The names and street addresses of each subscriber to the Certificate of Incorporation are as follows, to wit:

Name	Address	Shares
John A. Margolis	7100 N. Kendall Dr. Suite 201	100
	Miami., Fla. 33156

ARTICLE X

The corporation shall have the further right and power to:

From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations, the account and books of this corporation (other than the stock book) or any of them shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or board of directors. The corporation may in its by-laws confer powers upon its board of directors or officers, in addition to the foregoing and in addition to the powers authorized and expressly conferred by statute. Both stockholders and directors shall have power, if the by-laws so provide, to hold their respective meetings and to have one or more offices within or without the State of Florida, and to keep the books of this corporation (subject to the provisions of the statutes) outside the State of Florida, at such places as may from time to time be designated by the Board of Directors. The corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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WE, THE UNDERSIGNED, being each and all of the original subscribers to the capital stock hereinabove named for the purpose of forming a corporation for profit to do business both within and without the State of Florida, do hereby make, subscribe, acknowledge and file this Certificate, hereby declaring and certifying that the facts herein stated are true.

/s/ John A. Margolis

John A. Margolis

STATE OF FLORIDA
	SS:
COUNTY OF Dade

BE IT REMEMBERED that on this day personally appeared before me John A. Margolis the parties to the foregoing Articles of Incorporation, well known to me to be such and severally acknowledged the said Articles to be the free and voluntary act and deed of them, and each of them, each for himself and not for the other, and that the facts herein stated are truly set forth.

WITNESS my hand and notarial seal at Florida, this 31st day of August, 1976.

	/s/ [Illegible]
	Notary Public, State of
My Commission expires:

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EX-3.86

Exhibit 3.86

BY-LAWS

OF

REXALL SUNDOWN, INC.

ARTICLE I

OFFICES OF REGISTERED AGENT

Section 1.1Registered Office and Agent. The Corporation shall have and maintain a registered office in Florida and a registered agent having a business office identical with such registered office.

Section 1.2Other Offices. The Corporation may also have such other office or offices in Florida or elsewhere as the Board of Directors may determine or as the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Section 2.1Annual Meeting. An annual meeting of the shareholders shall be held on the first Monday in July in each year beginning with the year 2004, at the hour of 10:00 a.m., or in the event the annual meeting is not held on such date and at such time, then on the date and at the time designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the directors shall not be elected at the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held as soon thereafter as may be convenient.

Section 2.2Special Meetings. Special meetings of the shareholders may be called at any time by the President, and shall be called by the President or Secretary at the request of (a) a majority of the Board of Directors or (b) the holders of not less than one-fifth of all the outstanding shares entitled to vote on the matter for which the meeting is called. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.3Place of Meeting. Meetings of shareholders, whether annual or special, shall be held at such time and place as may be determined by the Board of Directors and designated in the call and notice or waiver of notice of such meeting; provided, that a waiver of notice signed by all shareholders may designate any time or place as the time and place for the holding of such meeting. If no designation is made, the place of meeting shall be at the Corporation’s principal place of business.

Section 2.4Notice of Meeting. Written notice stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, or, in the case of a merger, consolidation or sale, lease or exchange of all or substantially all of the Corporation’s property and assets, at least twenty days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary or the persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, notice is given when deposited the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation.

Section 2.5Fixing Record Date for Determination of Shareholders. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than sixty days prior to the date of a meeting of shareholders, the date of payment of a dividend or the date on which other action requiring determination of shareholders is to be taken, as the case may be. In addition, the record date for a meeting of shareholders shall not be less than ten days, or in the case of a merger, consolidation or sale, lease or exchange of all or substantially all of the Corporation’s property and assets, not less than twenty days immediately preceding such meeting. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 2.6List of Shareholders Entitled to Vote. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present. The stock ledger shall be the only evidence as to who are the shareholders entitled to examine the stock ledger, the list of the shareholders, the corporate books, or to vote at any meeting of the shareholders.

Section 2.7Quorum and Manner of Acting. Unless otherwise provided by the Articles of Incorporation or these By-laws, a majority of the outstanding shares of the Corporation, entitled to vote on a matter, present in person or represented by proxy, shall constitute a quorum for consideration of such matter at any meeting of shareholders; provided, that if less than a majority of the outstanding shares entitled to vote on a matter are present in person or represented by proxy at said meeting, a majority of the shares so present in person or represented by proxy may adjourn the meeting from time to time without further notice other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting. At the adjourned meeting the Corporation may transact any business which

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might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If a quorum is present, the affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Florida Business Corporation Act, the Articles of Incorporation or these By-laws.

Section 2.8Voting Shares and Proxies. Each shareholder shall be entitled to one vote for each share of capital stock held by such shareholder, except as otherwise provided in the Articles of Incorporation. Each shareholder entitled to vote shall be entitled to vote in person, or may authorize another person or persons to act for him by proxy executed in writing by such shareholder or by his duly authorized attorney-in-fact, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 2.9Inspectors. At any meeting of shareholders, the chairman of the meeting may, or upon the request of any shareholder shall, appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting, based upon the list of shareholders produced at the meeting in accordance with Section 2.6 hereof and upon their determination of the validity and effect of proxies, and they shall count all votes, report the results and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each such report shall be in writing and signed by at least a majority of the inspectors, the report of a majority being the report of the inspectors, and such reports shall be prima facie evidence of the number of shares represented at the meeting and the result of a vote of the shareholders.

Section 2.10Voting of Shares by Certain Holders. Shares of its own stock belonging to the Corporation, unless held by it in a fiduciary capacity, shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent such stock and vote thereon.

Section 2.11Action by Written Consent. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

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Section 2.12Cumulative Voting. If the Articles of Incorporation so provides, at all elections of directors of the Corporation, or at elections held under specified circumstances, each holder of stock shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and he may cast all such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them, as he may see fit.

ARTICLE III

DIRECTORS

Section 3.1General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, except as may be otherwise provided by statute or the Articles of Incorporation.

Section 3.2Number, Tenure and Qualifications. The number of directors shall be         . The number may be increased or decreased from time to time by amendment of this Section, except as otherwise provided for in the Articles of Incorporation. Each director elected shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Directors need not be shareholders or residents of Florida.

Section 3.3Regular Meetings. A regular meeting of the Board of Directors shall be held, without other notice than this Section, immediately after and at the same place as the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without Florida, for the holding of additional regular meetings without other notice than such resolution.

Section 3.4Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or any two directors. The person or persons who call a special meeting of the Board of Directors may designate any place, either within or without Florida, as the place for holding such special meeting. In the absence of such a designation the place of meeting shall be the Corporation’s principal place of business.

Section 3.5Notice of Special Meetings. Notice stating the place, date and hour of a special meeting shall be mailed not less than five days before the date of the meeting, or shall be sent by telegram or be delivered personally or by telephone not less than two days before the date of the meeting, to each director, by or at the direction of the person or persons calling the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 3.6Quorum and Manner of Acting. A majority of the number of directors as fixed in Section 3.2 hereof shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided, that if less than a majority of such number of

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directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise provided in the General Corporation Law of the State of Florida, the Articles of Incorporation or these By-laws.

Section 3.7Informal Action by Directors. Any action which is required by law or by these By-laws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote of all of the directors or all of the members of such committee, as the case may be, at a duly called meeting thereof, and shall be filed with the minutes of proceedings of the Board or committee.

Section 3.8Telephonic Meetings. Unless otherwise restricted by the Articles of Incorporation or these By-laws, members of the Board of Directors or of any committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence at such meeting.

Section 3.9Resignations. Any director may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.10Vacancies.

(a)Vacancies and newly-created directorships resulting from any increase in the authorized number of directors elected by all of the shareholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until their successors are elected and qualified or until their earlier resignation or removal.

(b)Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Articles of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected, and the directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be elected and qualified or until their earlier resignation or removal.

Section 3.11Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, provided, however, that:

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(a)if the Board is classified and unless otherwise provided in the Articles of Incorporation, the shareholders may affect such removal only for cause; or

(b)if the Corporation has cumulative voting, and less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors, or, if there be classes of directors, at an election of the class of directors of which he is a part.

Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the Articles of Incorporation, the provisions of this Section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole.

Section 3.12Interested Directors.

(a)No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(3)The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

(b)Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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ARTICLE IV

COMMITTEES

Section 4.1Appointment and Powers. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation which, to the extent provided in said resolution or in these By-laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that any such committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the shareholders a dissolution of the Corporation or a revocation thereof, or amending the By-laws; and, unless the resolution, By-laws or Articles of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 607.1101 of the Florida Business Corporation Act.

Section 4.2Absence or Disqualification of Committee Member. In the absence or disqualification of any member of such committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

Section 4.3Record of Proceedings. The committees shall keep regular minutes of their proceedings and when required by the Board of Directors shall report the same to the Board of Directors.

ARTICLE V

OFFICERS

Section 5.1Number and Titles. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Treasurer and a Secretary. There shall be such other officers and assistant officers as the Board of Directors may from time to time deem necessary. Any two or more offices may be held by the same person.

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Section 5.2Election, Term of Office and Qualifications. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors, Each officer shall be elected to hold office until his successor shall have been elected and qualified, or until his earlier death, resignation or removal. Election of an officer shall not of itself create contract rights.

Section 5.3Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.4Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect at the time specified therein; and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5Duties. In addition to and to the extent not inconsistent with the provisions in these By-laws, the officers shall have such authority, be subject to such restrictions and perform such duties in the management of the business, property and affairs of the Corporation as may be determined from time to time by the Board of Directors.

Section 5.6President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors, he shall in general supervise the business and affairs of the Corporation and he shall see that resolutions and directions of the Board of Directors are carried into effect except when that responsibility is specifically assigned to some other person by the Board of Directors. Unless there is a Chairman of the Board who is present and who has the duty to preside, the President shall preside at all meetings of the shareholders and, if a director, at all meetings of the Board of Directors. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws or where otherwise required by law, the President may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed or the execution of which is in the ordinary course of the Corporation’s business, and he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board of Directors or these By-laws. In general, he shall perform all duties incident to the office of President and such other duties as from time to time may be prescribed by the Board of Directors.

Section 5.7Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the Vice President designated Executive Vice President by the Board of Directors and thereafter, or in the absence of such designation, the Vice Presidents in the order otherwise designated by the Board of Directors, or in the absence of such other designation, in the order of their election) shall perform the duties of the President, and when so acting, shall have all the authority of and be subject to all the restrictions upon the President. Except in those instances in

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which the authority to execute is expressly delegated to another officer or agent of the Corporation or a different mode of execution is expressly prescribed by the Board of Directors or these By-laws or where otherwise required by law, the Vice President (or each of them if there are more than one) may execute for the Corporation any contracts, deeds, mortgages, bonds or other instruments which the Board of Directors has authorized to be executed, and he may accomplish such execution either under or without the seal of the Corporation and either individually or with the Secretary, any Assistant Secretary, or any other officer thereunto authorized by the Board of Directors or these By-laws. The Vice Presidents shall perform such other duties as from time to tune may be prescribed by the President or the Board of Directors.

Section 5.8Treasurer. The Treasurer shall be the principal financial and accounting officer of the Corporation, and shall (a) have charge and custody of, and be responsible for, all funds and securities of the Corporation; (b) keep or cause to be kept correct and complete books and records of account including a record of all receipts and disbursements; (c) deposit all funds and securities of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with these By-laws; (d) from time to time prepare or cause to be prepared and render financial statements of the Corporation at the request of the President or the Board of Directors; and (e) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be prescribed by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 5.9Secretary. The Secretary shall (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all stock certificates prior to the issue thereof and to all documents the execution of which on behalf of the Corporation under its seal is necessary or appropriate; (d) keep or cause to be kept a register of the name and address of each shareholder, which shall be furnished to the Corporation by each such shareholder, and the number and class of shares held by each shareholder; (e) have general charge of the stock transfer books; and (f) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be prescribed by the President or the Board of Directors.

Section 5.10Assistant Treasurers and Assistant Secretaries. In the absence of the Treasurer or Secretary or in the event of the inability or refusal of the Treasurer or Secretary to act, the Assistant Treasurer and the Assistant Secretary (or in the event there is more than one of either, in the order designated by the Board of Directors or in the absence of such designation, in the order of their election) shall perform the duties of the Treasurer and Secretary, respectively, and when so acting, shall have all the authority of and be subject to all the restrictions upon such office. The Assistant Treasurers and Assistant Secretaries shall also perform such duties as from time to tune may be prescribed by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. If required by the Board of Directors, an Assistant Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

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Section 5.11Salaries. The salaries and additional compensation, if any, of the officers shall be determined from time to time by the Board of Directors; provided, that if such officers are also directors such determination shall be made by a majority of the directors then in office.

ARTICLE VI

CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 6.1Stock Certificates. The issued shares of the Corporation shall be represented by certificates, and no class or series of shares of the Corporation shall be uncertificated shares. Stock certificates shall be in such form as determined by the Board of Directors and shall be signed by, or in the name of the Corporation by the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation. Any of or all the signatures on the certificates may be a facsimile. All certificates of stock shall bear the seal of the Corporation, which seal may be a facsimile, engraved or printed.

Section 6.2Transfer of Shares. The shares of the Corporation shall be transferable. The Corporation shall have a duty to register any such transfer (a) provided there is presented to the Corporation or its transfer agents (i) the stock certificate endorsed by the appropriate person or persons; and (ii) reasonable assurance that such endorsement is genuine and effective; and, (b) provided that (i) the Corporation has no duty to inquire into adverse claims or has discharged any such duty; (ii) any applicable law relating to the collection of taxes has been complied with; and (iii) the transfer is in fact rightful or is to a bona fide purchaser. Upon registration of such transfer upon the stock transfer books of the Corporation the certificates representing the shares transferred shall be cancelled and the new record holder, upon request, shall be entitled to a new certificate or certificates. The terms and conditions described in the foregoing provisions of this Section shall be construed in accordance with the provisions of the Florida Uniform Commercial Code, except as otherwise provided by the Florida Business Corporation Act. No new certificate shall be issued until the former certificate or certificates for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, wrongfully taken or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors or the President may prescribe consistent with applicable law.

ARTICLE VII

DIVIDENDS

Section 7.1Dividends. Subject to the provisions of the Florida Business Corporation Act and the Articles of Incorporation, the Board of Directors may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock.

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ARTICLE VIII

FISCAL YEAR

Section 8.1Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

ARTICLE IX

SEAL

Section 9.1Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal” and “Florida.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE X

WAIVER OF NOTICE

Section 10.1Waiver of Notice. Whenever any notice is required to be given under these By-laws, the Articles of Incorporation or the Florida Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1Contracts. The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and the President may so authorize any officer or agent with respect to contracts or instruments in the usual and regular course of its business. Such authority may be general or confined to specific instances.

Section 11.2Loans. No loan shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 11.3Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, or notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent as shall from time to time be authorized by the Board of Directors.

Section 11.4Deposits. The Board of Directors may select banks, trust companies or other depositaries for the funds of the Corporation.

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Section 11.5Stock in Other Corporations. Shares of any other corporation which may from time to time be held by the Corporation may be represented and voted by the President, or by any proxy appointed in writing by the President, or by any other person or persons thereunto authorized by the Board of Directors, at any meeting of shareholders of such corporation or by executing written consents with respect to such shares where shareholder action may be taken by written consent. Shares represented by certificates standing in the name of the Corporation may be endorsed for sale or transfer in the name of the Corporation by the President or by any other officer thereunto authorized by the Board of Directors. Shares belonging to the Corporation need not stand in the name of the Corporation, but may be held for the benefit of the Corporation in the name of any nominee designated for such purpose by the Board of Directors.

ARTICLE XII

AMENDMENT

Section 12.1Procedure. These By-laws may be altered, amended or repealed and new by-laws may be adopted by the Board of Directors.

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REXALL SUNDOWN, INC. STOCK CERTIFICATE

REXALL SUNDOWN, INC. ORGANIZATIONAL CONSENTS

EX-3.87

Exhibit 3.87

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:45 AM 07/11/2003
FILED 11:31 AM 07/11/2003
SRV 030456307 – ..3680572 FILE

CERTIFICATE OF INCORPORATION

OF

REXALL US DELAWARE, INC.

FIRST.The name of the corporation is Rexall US Delaware, Inc.

SECQND.The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, DE 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD.The nature of business to be conducted or promoted and the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH.The total number of shares of stock which the corporation shall have authority to issue is two thousand (2000) shares, all of which shall be Common Stock, no par value per share.

FIFTH.The name and mailing address of the incorporator is as follows:

Guy E. Snyder, Esq.
Vedder, Price, Kaufman & Kammholz
222 N. LaSalle Street, Suite 2400
Chicago, Illinois 60601

SIXTH.The number of directors of the corporation shall be fixed from time to time by the By-Laws of the corporation.  Election of directors need not be by written ballot unless the By-Laws so provide.

SEVENTH.In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the corporation.

EIGHTH.The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation against liabilities and expenses reasonably incurred or paid by such person in connection with such action, suit or proceeding.  The corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any

threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liabilities and expenses reasonably incurred or paid by such person in connection with such action, suit or proceeding. The words “liabilities” and “expenses shall include, without limitation, liabilities, losses, damages, judgments, fines penalties, amounts paid in settlement, expenses, attorneys’ fees and costs.  The indemnification and advancement of expenses provided by or granted pursuant to this Article EIGHTH shall not be deemed exclusive of any other rights to which any person indemnified or being advanced expenses may be entitled under any statute, By-Law, agreement, vote of stockholder or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefits of the heirs, executors and administrators of such person.

The corporation may purchase and maintain insurance on behalf of any person referred to in the preceding paragraph against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article EIGHTH or otherwise.

For purposes of this Article EIGHTH, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

The provisions of this Article EIGHTH shall be deemed to be a contract between the Corporation and each director or officer who serves in any such capacity at any time while this Article and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law, if any, are in effect, and any repeal or modification of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon say such state facts.

For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interest of the participants and

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beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation

NINTH.The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

TENTH.Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholder of the Corporation, as the case may be, and also on the Corporation.

ELEVENTH.No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

The undersigned incorporator, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this Certificate this 10^th day of July, 2003.

/s/ Guy E. Snyder

Guy E. Snyder

Sole Incorporator

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State of Delaware
Secretary of State
Division of Corporations
Delivered 06:36 PM 09/05/2003
FILED 06:27 PM 09/05/2003
SRV 030575883 – .3680572 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
OF
REXALL US DELAWARE, INC.

It is hereby certified that:

1.The name of the corporation (hereinafter called the “corporation”) is:

REXALL US DELAWARE, INC.

2.The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3.The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4.The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

/s/ Maureen Cullen

Name: Maureen Cullen

Title: Vice President

EX-3.88

Exhibit 3.88

BY-LAWS

OF

REXALL US DELAWARE, INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may he deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a

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presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote

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of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

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The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition

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of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and

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delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

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SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

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SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any

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amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.89

Exhibit 3.89

CERTIFICATE OF INCORPORATION

OF

RAC ACQUISITION CORP.

ARTICLE I

The name of the corporation is RAC ACQUISITION CORP., (hereinafter called the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle and the name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

The capital stock authorized, the par value thereof, and the characteristics of such stock shall be as follows:

Number of Shares Authorized	Par Value Per Share		Class of Stock
3,000	$	0.01	Common

ARTICLE V

The name of the Incorporator is Paul Berkowitz and the address of the Incorporator is 1221 Brickell Avenue, Suite 2200, Miami, Florida 33131.

ARTICLE VI

The Board of Directors of the Corporation shall consist of at least one director, with the exact number to be fixed from time to time in the manner provided in the Corporation’s Bylaws.

ARTICLE VII

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under §174 of the Delaware General Corporation Law, or (iv) for any transaction from

which the director derived an improper personal benefit. It is the intent that this provision be interpreted to provide the maximum protection against liability afforded to directors under the Delaware General Corporation Law in existence either now or hereafter.

ARTICLE VIII

This Corporation shall indemnify and shall advance expenses on behalf of its officers and directors to the fullest extent permitted by law in existence either now or hereafter.

ARTICLE IX

The directors of the Corporation shall have the power to adopt, amend or repeal the bylaws of the Corporation.

IN WITNESS WHEREOF, the undersigned, being the Incorporator named above, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this Certificate of Incorporation this 22nd day of December, 1997.

/s/ Paul Berkowitz

Paul Berkowitz, Incorporator

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CERTIFICATE OF MERGER
OF
RICHARDSON LABS, INC.
INTO
RAC ACQUISITION CORP.

Pursuant to Section 251 of the Delaware General Corporation Law (the “Delaware Act”). RICHARDSON LABS. INC., a Delaware corporation and RAC ACQUISITION CORP., a Delaware corporation hereby certify the following:

1.The constituent business corporations participating in the merger are Richardson Labs, Inc., which is incorporated under the laws of the State of Delaware and RAC Acquisition Corp., which is incorporated under the laws of the State of Delaware.

2.An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by each of the aforesaid constituent corporations.

3.The name of the surviving corporation in the merger herein certified is RAC Acquisition Corp. which shall hereinwith be changed to Richardson Labs, Inc., a Delaware corporation, upon the effective date of said merger pursuant to the provisions of the Delaware Act.

4.The Certificate of Incorporation of RAC Acquisition Corp., as now in force and effect, shall continue to be the Certificate of Incorporation of said surviving corporation, except that the First Article thereof is hereby amended and changed so as to read as follows at the effective time of the merger.

“FIRST. The name of the corporation (hereinafter referred to as the ‘Corporation’) is RICHARDSON LABS. INC.”

and said Corporation as herein amended and changed shall continue to be the Certificate of Incorporation of said surviving corporation until amended and changed pursuant to the provisions of the Delaware Act.

5.The executed Agreement and Plan of Merger between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is follows:    851 Broken Sound Parkway, N.W., Boca Raton, Florida 33487-3693.

6.A copy of the aforesaid Agreement and Plan of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of each of the aforesaid constituent corporations.

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IN WITNESS WHEREOF, the undersigned have executed this Certificate of Merger this 29th day of January, 1998.

	RICHARDSON LABS, INC.
By:	/s/ Ed Priddy
	ED PRIDDY
	RAC ACQUISITION CORP.
By:	/s/ Carl DeSantis
	Carl DeSantis

EX-3.90

Exhibit 3.90

BYLAWS

OF

RICHARDSON LABS, INC.

(A Delaware Corporation)

INDEX

		Page Number
ARTICLE ONE - OFFICES
Section 1.	Registered Office
Section 2.	Other Offices
ARTICLE TWO - MEETINGS OF STOCKHOLDERS
Section 1.	Place
Section 2.	Time of Annual Meeting
Section 3.	Call of Special Meetings
Section 4.	Conduct of Meetings
Section 5.	Notice and Waiver of Notice
Section 6.	Business of Special Meeting
Section 7.	Quorum
Section 8.	Required Vote
Section 9.	Voting of Shares
Section 10.	Proxies
Section 11.	Stockholder List
Section 12.	Action Without Meeting
Section 13.	Fixing Record Date
Section 14.	Inspectors and Judges
ARTICLE THREE - DIRECTORS
Section 1.	Number, Election and Term
Section 2.	Vacancies
Section 3.	Powers
Section 4.	Place of Meetings
Section 5.	Annual Meeting
Section 6.	Regular Meetings
Section 7.	Special Meetings and Notice
Section 8.	Quorum and Required Vote
Section 9.	Action Without Meeting
Section 10.	Telephone Meetings
Section 11.	Committees
Section 12.	Compensation of Directors
Section 13.	Chairman of the Board
ARTICLE FOUR - OFFICERS
Section 1.	Positions
Section 2.	Election of Specified Officers by Board
Section 3.	Election or Appointment of Other Officers
Section 4.	Salaries
Section 5.	Term
Section 6.	President

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Section 7.	Vice Presidents
Section 8.	Secretary
ARTICLE FIVE - GENERAL PROVISIONS
Section 1.	Dividends
Section 2.	Reserves
Section 3.	Checks
Section 4.	Fiscal Year
Section 5.	Seal
ARTICLE SIX - AMENDMENTS OF BYLAWS

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[NAME OF CORPORATION]

BYLAWS

ARTICLE ONE

OFFICES

Section 1.Registered Office.  The registered office of RICHARDSON LABS, INC., a Delaware corporation (the “Corporation”), shall be located in the City of Wilmington, State of Delaware.

Section 2.Other Offices.  The Corporation may also have offices at such other places, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or as the business of the Corporation may require.

ARTICLE TWO

MEETINGS OF STOCKHOLDERS

Section 1.Place.  All annual meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof Special meetings of stockholders may be held at such place, within or without the State of Delaware, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Time of Annual Meeting.  Annual meetings of stockholders shall be held on such date and at such time fixed, from time to time, by the Board of Directors, provided, that there shall be an annual meeting held every calendar year at which the stockholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.

Section 3.Call of Special Meetings.  Special meetings of the stockholders may be called by the President, the Board of Directors or by the Secretary on the written request of the holders of not less than a majority of all shares entitled to vote at the meeting.

Section 4.Conduct of Meetings.  The Chairman of the Board (or in his absence, the President or such other designee of the Chairman of the Board) shall preside at the annual and special meetings of stockholders and shall be given full discretion in establishing the rules and procedures to be followed in conducting the meetings, except as otherwise provided by law or in these Bylaws.

Section 5.Notice and Waiver of Notice.  Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty

(60) days before the day of the meeting, either personally or by first-class mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at such meeting.  If the notice is mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the stockholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.  If a meeting is adjourned to another time and/or place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting or if the adjournment is for more than 30 days.  Notice need not be given to any stockholder who submits a written waiver of notice by him before or after the time stated therein.  Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when a stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

Section 6.Business of Special Meeting.  Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

Section 7.Quorum.  The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of stockholders except as otherwise provided in the Corporation’s certificate of incorporation (the “Certificate of Incorporation”).  If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified and called.  The stockholders present at a duly organized meeting may continue to transact business notwithstanding the withdrawal of some stockholders prior to adjournment, but in no event shall a quorum consist of the holders of less than one-third (1/3) of the shares entitled to vote and thus represented at such meeting.

Section 8.Required Vote.  The vote of the holders of a majority of the shares entitled to vote and represented at a meeting at which a quorum is present shall be the act of the Corporation’s stockholders, unless the vote of a greater number is required by law, the Certificate of Incorporation, or these Bylaws.

Section 9.Voting of Shares.  Each outstanding share, regardless of class, shall be entitled to vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class are limited or denied by the Certificate of Incorporation or the General Corporation Law of Delaware.

Section 10.Proxies.  A stockholder may vote in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact.  No proxy shall be voted or acted upon after three (3) years from the date of its execution unless otherwise provided in the

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proxy.  Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

Section 11.Stockholder List.  The officer or agent having charge of the Corporation’s stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number and class and series, if any, of shares held by each.  Such list, for a period of ten (10) days prior to such meeting, shall be subject to inspection by any stockholder at any time during the usual business hours at the place where the meeting is to be held.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer book or to vote at any such meeting of stockholders.

Section 12.Action Without Meeting.  Any action required by the statutes to be taken at a meeting of stockholders, or any action that may be taken at a meeting of the stockholders, may be taken without a meeting or notice if a consent, or consents, in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted with respect to the subject matter thereof, and such consent shall be delivered to the Corporation by delivery to its registered office, its principal place of business, or an officer or agent of the Corporation, having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or certified mail, return receipt requested.  Such consent shall have the same force and effect as a vote of stockholders taken at such a meeting.

Section 13.Fixing Record Date.  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purposes, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of stockholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or the date on which the resolutions of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, except where the Board of Directors fixes a new record date for the adjourned meeting.

Section 14.Inspectors and Judges.  The Board of Directors in advance of any meeting may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof.  If any inspector or inspectors, or judge

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or judges, are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges.  In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by the Board of Directors in advance of the meeting, or at the meeting by the person presiding thereat.  The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots and consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots and consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by him or them, and execute a certificate of any fact found by him or them.

ARTICLE THREE

DIRECTORS

Section 1.Number, Election and Term.  The number of directors of the Corporation shall be fixed from time to time, within the limits specified by the Certificate of Incorporation, by resolution of the Board of Directors; provided, however, no director’s term shall be shortened by reason of a resolution reducing the number of directors.  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office for the term for which he is elected and until his successor is elected and qualified.  Directors need not be residents of the State of Delaware, stockholders of the Corporation or citizens of the United States.  Unless provided otherwise by law, any director may be removed at any time, with or without cause, at a special meeting of the stockholders called for that purpose.

Section 2.Vacancies.  A director may resign at any time by giving written notice to the Board of Directors or the Chairman of the Board.  Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the size of the Board of Directors shall be filled by the affirmative vote of a majority of the current directors though less than a quorum of the Board of Directors, or may be filled by an election at an annual or special meeting of the stockholders called for that purpose.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, or until the next election of one or more directors by stockholders if the vacancy is caused by an increase in the number of directors.

Section 3.Powers.  The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised and done by the stockholders.

Section 4.Place of Meetings.  Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

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Section 5.Annual Meeting.  The first meeting of each newly elected Board of Directors shall be held, without call or notice, immediately following each annual meeting of stockholders.

Section 6.Regular Meetings.  Regular meetings of the Board of Directors may also be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 7.Special Meetings and Notice.  Special meetings of the Board of Directors may be called by the President and shall be called by the Secretary on the written request of any two directors.  Written notice of special meetings of the Board of Directors shall be given to each director at least twenty-four (24) hours before the meeting.  Except as required by statute, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  Notices to directors shall be in writing and delivered personally or mailed to the directors at their addresses appearing on the books of the Corporation.  Notice by mail shall be deemed to be given at the time when the same shall be received.  Notice to directors may also be given by telegram, and shall be deemed delivered when the same shall be deposited at a telegraph office for transmission and all appropriate fees therefor have been paid.  Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 8.Quorum and Required Vote.  A majority of the directors shall constitute a quorum for the transaction of business and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the Certificate of Incorporation.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meeting as originally notified and called.

Section 9.Action Without Meeting.  Any action required or permitted to be taken at a meeting of the Board of Directors or committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the Board of Directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting.

Section 10.Telephone Meetings.  Directors and committee members may participate in and hold a meeting by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other.  Participation in such a meetings shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground the meeting is not lawfully called or convened.

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Section 11.Committees.  The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the Corporation except where the action of the full Board of Directors is required by statute.  Vacancies in the membership of a committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors.  The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.  The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof of any responsibility imposed upon it or him by law.

Section 12.Compensation of Directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 13.Chairman of the Board.  The Board of Directors may, in its discretion, choose a chairman of the board who shall preside at meetings of the stockholders and of the directors and shall be an ex officio member of all standing committees.  The Chairman of the Board shall have such other powers and shall perform such other duties as shall be designated by the Board of Directors.  The Chairman of the Board shall be a member of the Board of Directors but no other officers of the Corporation need be a director.  The Chairman of the Board shall serve until his successor is chosen and qualified, but he may be removed at any time by the affirmative vote of a majority of the Board of Directors.

ARTICLE FOUR

OFFICERS

Section 1.Positions.  The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer, and, if elected by the Board of Directors by resolution, a Chairman of the Board.  Any two or more offices may be held by the same person.

Section 2.Election of Specified Officers by Board.  The Board of Directors at its first meeting after each annual meeting of stockholders shall elect a President, one or more Vice Presidents, a Secretary and a Treasurer,

Section 3.Election or Appointment of Other Officers.  Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors, or, unless otherwise specified herein, appointed by the President of the Corporation.  The Board of Directors shall be advised of appointments by the President at or before the next scheduled Board of Directors meeting.

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Section 4.Salaries.  The salaries of all officers of the Corporation to be elected by the Board of Directors pursuant to Article Four, Section 2 hereof shall be fixed from time to time by the Board of Directors or pursuant to its discretion.  The salaries of all other elected or appointed officers of the Corporation shall be fixed from time to time by the President of the Corporation or pursuant to his direction.

Section 5.Term.  The officers of the Corporation shall hold office until their successors are chosen and qualified.  Any officer or agent elected or appointed by the Board of Directors or the President of the Corporation may be removed, with or without cause, by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Any officers or agents appointed by the President of the Corporation pursuant to Section 3 of this Article Four may also be removed from such officer positions by the President, with or without cause.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors, or, in the case of an officer appointed by the President of the Corporation, by the President or the Board of Directors.

Section 6.President.  The President shall be the Chief Executive Officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  In the absence of the Chairman of the Board or in the event the Board of Directors shall not have designated a chairman of the board, the President shall preside at meetings of the stockholders and the Board of Directors.

Section 7.Vice Presidents.  The Vice Presidents in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President.  They shall perform such other duties and have such other powers as the Board of Directors shall prescribe or as the President may from time to time delegate.

Section 8.Secretary.  The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors, affix the same to any instrument requiring it.

Section 9.Treasurer.  The Treasurer shall have the custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings or when the Board of Directors so requires an account of all his transactions as treasurer and of the financial condition of the Corporation.

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ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1.Issue of Certificates. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates (and upon request every holder of uncertificated shares) shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairman or vice-chairman of the Board of Directors, or the President or Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form.

Section 2.Legends for Preferences and Restrictions on Transfer. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

A written restriction on the transfer or registration of transfer of a security of the Corporation, if permitted by law and noted conspicuously on the certificate representing the security may be enforced against the holder of the restricted security or any successor or transferee of the holder including an executor, administrator, trustee, guardian or other fiduciary entrusted with like responsibility for the person or estate of the holder. Unless note conspicuously on the certificate representing the security, a restriction, even though permitted by law, is ineffective except against a person with actual knowledge of the restriction. If the Corporation issues any shares that are not registered under the Securities Act of 1933, as amended, and registered or qualified under the applicable state securities laws, the transfer of any such shares shall be restricted substantially in accordance with the following legend:

“THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER’S EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF

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COUNSEL (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED”

Section 3.Facsimile Signatures. Any and all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of the issue.

Section 4.Lost Certificates. The Corporation may issue a new certificate of stock in place of any certificate therefore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on the account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 5.Transfer of Shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6.Registered Stockholders. The Corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE SIX

GENERAL PROVISIONS

Section 1.Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of the Certificate of Incorporation.

Section 2.Reserves.  The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any proper purpose or purposes, and may abolish any such reserve in the same manner.

Section 3.Checks.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4.Fiscal Year.  The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise fixed by resolution of the Board of Directors.

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Section 5.Seal.  The corporate seal shall have inscribed thereon the name and state of incorporation of the Corporation.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

ARTICLE SEVEN

AMENDMENTS OF BYLAWS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting.

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EX-3.91

Exhibit 3.91

ARTICLES OF INCORPORATION

OF

RXSD INC.

FIRST:The name of this corporation is:

RXSD INC.

SECOND:Its principal office in the State of Nevada is located at 502 East John Street, Carson City, Nevada, 89706. The name and address of its resident agent is CSC Services of Nevada, Inc., at the above address.

THIRD:The nature of the business or objects or purposes proposed may be organized under the General Corporation Law of the State of Nevada;

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Nevada.

FOURTH:The total authorized capital stock of the corporation is 25,000 shares with a $1.00 par value each.

FIFTH:The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided in the by-laws of this corporation, provided that the number of directors shall not be reduced less than one unless there is less than one stockholder.

The name and post office address of the first board of directors, which shall be one in number, is as follows:

NAME	POST OFFICE ADDRESS
Mike Olry	1430 East Greg Street, Suite 101
Sec./Dir.	Sparks, Neveda 89431

SIXTH:The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

SEVENTH:The name and post office address of the incorporator signing the articles of incorporation is as follows:

NAME	POST OFFICE ADDRESS
B. Gould	502 E. John Street
	Carson City NV 89706

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EIGHTH:The corporation is to have perpetual existence.

NINTH:In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized, subject to the by-laws, if any, adopted by the shareholders, to make, alter or amend the by-laws of the corporation.

TENTH:Meetings of stockholders may be held outside of the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

ELEVENTH:This corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation, in the manner now or hereafter prescribed, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the sole incorporator herein before named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of December, A.D. 1997.

/s/ B. Gould

B. Gould, Incorporator

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STATE OF NEVADA	)
	SS
CARSON CITY	)

On this twenty third day of December, A.D., 1997, before me a Notary Public, personally appeared, B. Gould, who severally acknowledged that he/she executed the above instrument.

/s/ Cyndy Woodgate

Notary Public

CERTIFICATE OF ACCEPTANCE

OF

APPOINTMENT OF RESIDENT AGENT

I, B. Gould, Authorized Representative, on behalf of CSC Services of Nevada, Inc. hereby accepts appointment as Resident Agent of the above-named corporation.

/s/ B. Gould	December 22, 1997
Authorized Representative

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EX-3.92

Exhibit 3.92

CODE OF BYLAWS OF

RXSD INC.

ARTICLE I

Identification

Section 1.01.Name. The name of the Corporation is RXSD INC.

Section 1.02.Resident Agent and Address.   The name of the Resident Agent and the agent’s street address (“Registered Office”) where process may be served upon the Corporation are: The Resident Agent shall maintain at the Registered Office:

(a)A copy certified by the Secretary of State of the Corporation’s Articles of Incorporation, and all amendments thereto;

(b)A copy certified by an Officer of the Corporation of its Bylaws and all amendments thereto; and

(c)A stock ledger or duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, if known, and the number of shares of stock held by them respectively.  In lieu of the stock ledger or duplicate stock ledger, the agent may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger is kept.

Section 1.03.Other Offices. Other offices may at any time be established by the Board of Directors at any place or places within or without the State of Nevada where the Corporation is authorized to do business.

Section 1.04.Seal. The seal of the Corporation shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. About the upper periphery of the seal shall appear the words ““ and about the lower periphery of it the word “NEVADA”. In the corner of the seal shall appear the words “Corporate Seal” and “19.”

Section 1.05.Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

ARTICLE II

Capital Stock

Section 2.01.Consideration for Shares of Stock. The Corporation may issue and dispose of its authorized shares of stock for such consideration, as the Board of Directors determines is adequate.

Section 2.02.Certificates Representing Shares of Stock. Each holder of the capital stock of the Corporation shall be entitled to a certificate signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the Corporation, and sealed with the seal of the Corporation, certifying the number of shares of stock owned by the holder in the Corporation.

Section 2.03.Transfer of Stock. The Corporation shall register a transfer of a stock certificate presented to it for transfer if the following conditions have been fulfilled:

(a)Endorsement.   The certificate is properly endorsed by the registered holder or by the holder’s duly authorized attorney.

(b)Witnessing. The endorsement or endorsements are witnessed by one witness unless this requirement is waived by the Secretary of the Corporation.

(c)Adverse Claims. The Corporation has no notice of any adverse claims or has discharged any duty to inquire into any such claims.

(d)Collection of Taxes. There has been compliance with any applicable law relating to the collection of taxes.

ARTICLE III

The Stockholders

Section 3.01.Place of Meetings. Meetings of the stockholders of the Corporation shall be held at (the “Place of Meeting”), or at such other place as may be designated by the President or the Board of Directors, or by the written consent of all stockholders entitled to vote thereat given either before or after the meeting and filed with the Secretary of the Corporation.

Section 3.02.Annual Meeting. The annual meeting of the stockholders shall be held on the date and time and at the place set by the board of directors. Failure to hold the annual meeting shall not cause a forfeiture or dissolution of the Corporation.

Section 3.03.Special Meetings. Special meetings of the stockholders may be called by the President, the Board of Directors, or the holder or holders of not less than one-tenth of all the shares of stock entitled to vote at the meeting.

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Section 3.04.Notice of Meetings C Waiver. Written notice stating the place, day and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10), nor more than fifty (50) days before the date of the meeting, either personally, or by mail, or by other means of written communication, charges prepaid, by or at the direction of the President, the Secretary, or the Officer or persons calling the meeting, to each registered holder entitled to vote at such meeting. If mailed, such notice shall be considered to be delivered when deposited in the United States mail addressed to the registered holder at the holder’s address as it appears on the stock transfer books of the Corporation, with postage prepaid. If a stockholder gives no address, notice shall be deemed to have been given if sent by mail or other written communication addressed to the Resident Agent of the Corporation, or if published at least once in some newspaper of general circulation in the county in which said office is located. Waiver by a stockholder in writing of notice of a stockholders’ meeting, shall be equivalent to giving such notice. Attendance by a stockholder, without objection to the notice, whether in person or by proxy, at a stockholders’ meeting shall constitute a waiver of notice of the meeting.

Section 3.05.Quorum. A majority of the shares of stock entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. The stockholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 3.06.Adjourned Meeting and Notice Thereof. Any stockholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares of stock, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting.

When any stockholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken.

Section 3.07.Entry of Notice. An entry in the minutes of any meeting of stockholders, whether annual or special, to the effect that notice has been duly given, shall be conclusive and incontrovertible evidence that due notice of such meeting was given to all stockholders as required by law and these Bylaws.

Section 3.08.Voting. Except as otherwise provided by law, only persons in whose names shares of stock entitled to vote stand on the stock records of the Corporation on the day three (3) days prior to any meeting of stockholders, or, if, a record date for voting purposes is fixed as provided in Article 6, Section 6.01, of these Bylaws, then on such record date, shall be entitled to vote at such meeting.

The vote of the stockholders shall mean the unanimous written action or ratification of action of the stockholders or the vote of a majority of the voting power of the stockholders present in

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person or by proxy at a telephone or other meeting of the stockholders, having a quorum and called upon proper notice or waiver of notice.

Section 3.09.Consent of Absentees. The transactions of any meeting of stockholders, either annual or special and however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy and if, either before or after the meeting, each of the stockholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, all such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.10.Action or Ratification of Action Without Meeting. Any action which may be taken or ratified at a meeting of the stockholders, may be taken or ratified without a meeting if authorized in writing by stockholders holding the percentage of the voting power required by law for taking such action by written consent and such writing is filed with the Secretary of the Corporation.

Section 3.11.Proxies. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or the person’s duly authorized agent and reasonable evidence of which is filed with the Secretary of the Corporation; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the person executing it specified therein the length of time for which such proxy is to continue in force, which in no event shall exceed seven (7) years from the date of its execution.

Section 3.12.Telephone Meetings. Stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 3.13.Definition of “Stockholder”. As used in these Bylaws, the term “stockholder”, and any term of like import, shall include all persons entitled to vote the shares of stock held by a stockholder, unless the context in which such term is used indicates that a different meaning is intended.

ARTICLE IV

The Board of Directors

Section 4.01.Number of Directors. The Board of Directors of the Corporation shall consist of () members. The members of the Board of Directors need not be stockholders. The number of members of the Board of Directors may be increased or decreased from time to time as provided in Section 4.02 below.

Section 4.02.Increase or Decrease of Directors. The number of Directors of the Corporation may be increased or decreased from time to time, at a meeting of the stockholders, by the affirmative vote of a majority of the issued and outstanding shares of stock of the Corporation; provided, however, that the Board shall consist of not more than twenty-one (21) members, and

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of less than three (3) members only if all of the issued and outstanding shares of stock of the Corporation are owned beneficially and of record by less than three (3) stockholders, in which case the number of Directors may be less than three (3), but not less than the number of beneficial and record owners of shares of stock. This Section of the Code of Bylaws may be amended only by the affirmative vote at a meeting of the stockholders, of a majority of the issued and outstanding shares of stock of the Corporation.

Section 4.03.Election. Members of the initial Board of Directors shall hold office until the first annual meeting of stockholders or until their successors shall have been elected and qualified. At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect Directors to hold office until the next succeeding annual meeting. If any such annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting of the stockholders held for that purpose. Each Director shall hold office for the term for which the Director is elected or until the Director’s successor shall be elected and qualified.

Section 4.04.Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, or by a sole remaining Director. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor in office.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Directors, or if the authorized number of Directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting, or if a vacancy is declared by the Board of Directors for any reason permitted by law.

The stockholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of the Director’s term of office.

Section 4.05.Place of Meetings. Immediately after the annual meeting of the stockholders, at the same place as the meeting of the stockholders, the Board of Directors shall meet each year for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary unless the meeting is to be held at a place other than the Place of Meeting provided in Section 3.01, in which case notice of the place of the meeting shall be given as provided in Section 4.07.

Section 4.06.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places within or without the State of Nevada as may be designated from time to time by resolution of the Board or by written consent of all members of the Board. No notice of any kind to members of the Board for these regular meetings shall be necessary unless the

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meeting is to be held at a place other than the Place of Meeting provided in Section 3.01, in which case notice of the place of the meeting shall be given as provided in Section 4.07.

Section 4.07.Other Meetings. Other meetings of the Board of Directors for any purpose or purposes may be held at any time upon call by the President or, if the President is absent or unable to or refuses to act, by any Vice President or by any two (2) Directors. Such meetings may be held at any place within or without the State of Nevada as may be designated from time to time by resolution of the Board or by written consent of all members of the Board.

Written notice of the time and place of other meetings shall be delivered personally to each Director or sent to each Director by mail or other form of written communication, charges prepaid, addressed to the Director at the Director’s address as it is shown upon the records of the Corporation or, if it is not so shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited ha the United States Mail at least one hundred twenty (120) hours prior to the time of the holding of the meeting. In case such notice is personally delivered, it shall be so delivered at least twenty four (24) hours prior to the time of the holding of the meeting. Such mailing or delivery as above provided shall constitute due, legal and personal notice to such Director.

Section 4,08.Notice of Adjourned Meetings. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

Section 4.09.Entry of Notice. An entry in the minutes of any special meeting of the Board of Directors to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was given to all Directors as required by law and by these Bylaws.

Section 4.10.Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 4.11.Quorum. A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting, duly held at which a quorum is present, shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation.

Section 4.12.Adjournment. A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors’ meeting either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 4.13.Action Without Meeting. Any action which may be taken or ratified at a meeting of the Board of Directors may be taken or ratified without a meeting if all members of the Board

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of Directors shall individually or collectively consent, in writing, to such action. Such action by written consent shall have the same force and effect as a unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 4.14.Telephone Meetings. Members of the board of directors or of any committee designated by the board may participate in a meeting of the board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 4.15.Voting. The vote of the directors shall mean the unanimous written action or ratification of action of the directors or the vote of a majority of the voting power of the directors present in person or by proxy at a telephone or other meeting of the directors, having a quorum and called upon proper notice or waiver of notice.

Section 4.16.Fees and Compensation. Directors shall not receive any stated salary for their services as Directors or as members of committees, but, by resolution of the Board, a fixed fee, with or without expenses of attendance, may be allowed to Directors for such services. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an Officer, agent, employee or otherwise, and receiving compensation therefor.

Section 4.17.Indemnification of Directors and Officers. The following provisions are in addition to any other rights and remedies of a person for advancement of expenses or indemnification by law or contract, or as determined by a court of competent jurisdiction. A director or officer of the corporation, or a director, officer, partner, manager, or trustee of another corporation, partnership, limited liability company, trust or other business venture serving at the request of the corporation (in this section, “Person”) may be eligible for indemnification or advancement of expenses. Expenses subject to indemnification or advancement include expenses incurred because the Person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether or not by or in the right of the corporation, by reason of the fact of the Person’s duties to or on behalf of the corporation (in this section, “Litigation”). The character of expenses subject to indemnification or advancement include attorneys’ fees, costs, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the Person in connection with the Litigation (in this section, “Costs”), but exclude judgments in favor of the corporation and amounts paid in settlement with the corporation and attorneys’ fees and costs incurred in connection with such judgments or settlements. The corporation shall pay the Costs of Persons incurred in Litigation as they are incurred and in advance of the final disposition of the Litigation, upon receipt of an undertaking by or on behalf of the person to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to indemnification by the corporation. The corporation shall indemnify the Costs of Persons incurred in Litigation, regardless of the conduct of the Person, unless a final adjudication establishes that the Person’s acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

Section 4.18.Powers of Directors. Subject to limitations of the Articles of Incorporation, of these Bylaws, and of applicable law as to action to be authorized or approved by the stockholders

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and subject to the duties of Directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to-wit:

First:To select and remove all Officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the Bylaws, fix their compensation, and require from them security for faithful service.

Second:To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law, with the Articles of Incorporation or these Bylaws, as they may deem best.

Third:To change the Resident Agent or the Registered Office; to change the Place of Meeting provided in Section 3.01; to fix and locate from time to time one or more other offices of the Corporation, within or without the State of Nevada as provided in Article 1, Section 1.03, hereof; to designate any place within or without the State of Nevada for the holding of any stockholders’ meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

Fourth:To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Fifth:To authorize the issue of shares of stock of the Corporation for such consideration as the Board of Directors determines is adequate.

Sixth:To adopt and administer, or provide for the administration of, employee stock purchase plans, employee stock option plans and any other plans or arrangements whereby Directors, Officers, employees or agents of the Corporation or any other entity may be entitled to acquire authorized but unissued or treasury stock or other securities of the Corporation, upon such terms and conditions as may from time to time be permitted by law.

Seventh:To appoint an Executive Committee and other committees, and to delegate to such Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to declare distributions and to adopt, amend or repeal Bylaws. The Board of Directors shall have the power to prescribe the manner in which proceedings of the Executive Committee and other committees shall be conducted. The committees shall keep regular minutes of their meetings and report the same to the Board when required. Any such Executive Committee shall be composed of two (2) or more Directors.

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Eighth:To lend money in furtherance of any of the purposes of the Corporation; to invest the funds of the Corporation from time to time; and to take and hold any property as security for the payment of funds so loaned or invested.

Ninth:To lend money to employees, Officers and Directors, and to otherwise assist employees, Officers and Directors. A loan to a member of the Board of Directors shall be made only upon the approval of a majority of the Board of Directors excluding the Director to whom the loan is to be made.

Tenth:To declare distributions upon the capital stock of the Corporation in cash, in property, or in shares of the capital stock, subject to the limitation of the Articles of Incorporation and of applicable law. Before payment of any distribution, there may be set aside out of the funds of the Corporation available for distributions, such sum or sums as the Directors, from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE V

The Officers

Section 5.01.Officers. The Officers of the Corporation shall be a President, a Secretary and a Treasurer, and each of them shall be appointed by the Board of Directors. The Corporation may also have such other executive officers, including one (1) or more Vice Presidents, one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers, as may be appointed by the Board of Directors, and such subordinate Officers as may be appointed in accordance with the provisions of Section 5.03 of this Article 5. Officers, other than the President, need not be Directors. One person may hold two (2) or more offices, except those of President and Secretary. However, if the Corporation only has one stockholder, then one person may hold the offices of both President and Secretary.

Section 5.02.Election. The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 of this Article, shall be chosen annually by the Board of Directors, and each shall hold office until the Officer shall resign or shall be removed or otherwise disqualified to serve, or the Officer’s successor shall be elected and qualified to serve; provided that Officers may be appointed at any time by the Board of Directors, or, as permitted by Section 5.03 of this Article, by the President, for the purpose of initially filling an office or filling a newly created or vacant office.

Section 5.03.Subordinate Officers. The Board of Directors may appoint, and may empower the President to appoint, such other Officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

Section 5.04.Removal and Resignation. Any Officer may, subject to any contractual arrangements between the Officer and the Corporation, be removed, either with or without cause,

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by a majority of the Directors in office at the time, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.05.Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 5.06.President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to an Officer senior to the President, if there be such an Officer, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the Corporation. The President shall preside at all meetings of the stockholders, and, in the absence of the Chairman of the Board, or Officer senior to the President, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a Corporation, and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

Section 5.07.Vice Presidents. In the absence or disability of the President, the Vice Presidents, in order of their rank, as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as may be prescribed for them respectively by the Board of Directors, the President or these Bylaws.

Section 5.08.Secretary. The Secretary shall keep or cause to be kept, at the Registered Office or such other place as the Board of Directors may order, a book of minutes of all meetings of Directors and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares of stock present or represented at stockholders’ meetings, and the proceedings thereof.

The Secretary shall keep or cause to be kept, in any form permitted by law, at the Registered Office or at the office of the Corporation’s transfer agent, a stock ledger, or a duplicate stock ledger, showing the names of the stockholders and their addresses, the number and classes of shares of stock held by each, the number and date of certificates issued for shares of stock, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all the meetings of the stockholders and of the Board of Directors required by these Bylaws or by law to be given, and shall keep the seal

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of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the President or these Bylaws.

Section 5.09.Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares of stock. Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account The books of account shall at all times be open to inspection by any Director.

The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors; shall disburse the funds of the Corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all of transactions as Treasurer and of the financial condition of the Corporation; and, shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the President or these Bylaws. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or control of the Treasurer and belonging to the Corporation.

Section 5.10.Corporate Bank Accounts. Bank accounts in the name of the Corporation may be opened without the approval of the Board of Directors if opened with the consent of both the President and Treasurer of the Corporation. The Treasurer shall inform the Board of Directors of any bank account opened by the President and Treasurer of the Corporation pursuant to the authority granted in this section at the next meeting of the Board of Directors.

Section 5.11.Transfers of Authority. In case of the absence of any Officer of the Corporation, or for any reason that the Board of Directors may consider sufficient, the Board of Directors may transfer the powers or duties of that Officer to any other Officer or to any Director or employee of the Corporation, provided a majority of the full Board of Directors concurs.

Section 5.12.Resident Agent and Registered Office. The Resident Agent and/or Registered Office of the Corporation may be changed by two Officers, one of whom must be either the President or the Secretary of the Corporation, without the approval of the Board of Directors. One of the Officers shall inform the Board of Directors of any change pursuant to the authority granted in this section at the next meeting of the Board of Directors.

ARTICLE VI

Miscellaneous

Section 6.01.Record Date and Closing Stock Books. The Board of Directors may fix a time in the future, as a record date for the determination of the stockholders entitled to notice of and to

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vote at any meeting of stockholders, or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares of stock. The record date so fixed shall not be more than fifty (50) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only stockholders of record on that date shall be entitled to notice of and to vote at the meeting, or to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, not with-standing any transfer of any shares of stock on the books of the Corporation after the record date. The Board of Directors may close the books of the Corporation against transfers of shares of stock during the whole or any part of any such fifty (50) day period.

Section 6.02.Inspection of Corporate Records. The stock ledger or duplicate stock ledger, the books of account and minutes of proceedings of the stockholders and the Board of Directors and the Executive Committee, if any, shall be open to inspection upon, the written demand of any stockholder or holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to the interests of the holder as a stockholder or as the holder of a voting trust certificate, and shall be exhibited at any time when required by the demand at any stockholders’ meeting often percent (10%) of the shares of stock represented at the meeting. Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts. Demand of inspection other than at a stockholders’ meeting shall be made in writing upon the President, Secretary or Assistant Secretary or general manager, if any, of the Corporation.

Section 6.03.Checks, Drafts, Etc. All checks, drafts, bonds, bill of exchange, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 6.04.Contracts, Etc., How Executed. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument or document in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts, promissory notes and other evidences of indebtedness, deeds of trust, mortgages and corporate instruments or documents requiring the corporate seal, and certificates for shares of stock owned by the Corporation shall be executed, signed or endorsed by the President or any Vice President and by the Secretary (or any Assistant Secretary) or the Treasurer (or any Assistant Treasurer). The Board of Directors may, however, authorize any one (1) of such Officers to sign any of such instruments for and on behalf of the Corporation, without necessity of counter-signature; may designate Officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile signatures of any of such persons. No Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount except as specifically authorized in these Bylaws or by the Board of Directors in accordance with these Bylaws.

Section 6.05.Certificates of Stock. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each stockholder when any such shares of stock are fully paid up. All such certificates shall be signed by the President or a Vice President and the Secretary or

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an Assistant Secretary, or be authenticated by facsimiles of the signatures of the President and Secretary or by a facsimile of the signature of the President and the written signature of the Secretary or an Assistant Secretary. Before it becomes effective every certificate authenticated by a facsimile of a signature must be counter signed by a transfer agent or transfer clerk and registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, as required or permitted by law.

In case any Officer or Officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such Officer or Officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or person who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be the Officer or Officers of such Corporation.

Section 6.06.Lost Certificates of Stock. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, or stolen, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion, and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 6.07.Representation of Shares of Stock of Other Corporations. The President or any Vice President and the Secretary or any Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of stock of any other corporation or corporations standing in the name of this Corporation. The authority herein granted to said Officers to vote or represent on behalf of this Corporation any and all shares of stock held by this Corporation in any other corporation or corporations may be exercised either by such Officers in person or by any persons authorized so to do by proxy or power of attorney duly executed by said Officers.

Section 6.08.Inspection of Bylaws. The Corporation shall keep at the Registered Office the original or a copy of the Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the stockholders at all reasonable times during office hours.

Section 6.09.Conflict. In the event of any conflict between any provision in these Bylaws and in the Corporation’s Articles of Incorporation, the provision in the Articles shall control.

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ARTICLE VII

Amendments

Section 7.01.Power of Stockholders. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written assent of stockholders entitled to exercise a majority of the voting power of the Corporation, except as otherwise provided by law or by the Articles of Incorporation.

Section 7.02.Power of Directors. Subject to the right of stockholders as provided in Section 7.01 of this Article 7 to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended, or repealed by the Board of Directors; provided, however, that a Bylaw or amendment thereof changing the authorized number of Directors may be adopted, amended or repealed only by the stockholders, except that if a flexible number of Directors is authorized by the Articles of Incorporation or these Bylaws, a Bylaw or amendment thereof fixing the exact number of Directors within the limits specified in the Articles of Incorporation or these Bylaws may be adopted, amended or repealed by the Board of Directors.

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EX-3.93

Exhibit 3.93

ARTICLES OF INCORPORATION

OF

OF SUNDOWN, INC.

ARTICLE I:   The name of this corporation is:

Sundown, Inc.

ARTICLE II: The principal place of business and mailing address of corporation is:

6111 Broken Sound Parkway, NW
Boca Raton, Florida 33487

ARTICLE III: The nature of the business to be conducted or promoted and the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Florida Business Corporation Act of the State of Florida

ARTICLE IV: The total number of shares of stock, which the corporation shall have authority to issue, is 1,000 all of which shall be Common Stock, without par value.

ARTICLE V:   The number of directors of the corporation shall be fixed from time to time by the By-Laws of the corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

ARTICLE VI: The name and Florida street address of the registered agent is:

Richard Werber

6111 Broken Sound Parkway, NW

Boca Raton, Florida 33487

ARTICLE VII: The name and Florida mailing address of the incorporator is:

Richard Werber

6111 Broken Sound Parkway, NW

Boca Raton, Florida 33487

ARTICLE VIII: The corporation is to have perpetual existence.

ARTICLE IX: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized, to make, alter or amend the By-Laws of the corporation.

ARTICLE X: Meetings of stockholders may be held outside of the State of Florida at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation.

ARTICLE XI: This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator herein before named for the purpose of forming a corporation pursuant to the Florida Business Corporation Act of the State of Florida do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 8th day of January 2003.

		/s/ Richard Werber
		Richard Werber
STATE OF FLORIDA	)
BOCA RATON	)    SS

On this, January 8, 2003, before me a Notary Public, personally appeared, Richard Werber, who severally acknowledged that he/she executed the above instrument.

/s/ Carole Vitale

Notary Public

2

CERTIFICATE OF ACCEPTANCE

OF

APPOINTMENT OF REGISTERED AGENT

The undersigned, having been named Registered Agent, on behalf of Sundown, Inc., hereby accepts such designation and is familiar with, and accepts, the obligations of such position, as provided in Florida Statues §607.0505.

/s/ Richard Werber

Richard Werber

EX-3.94

Exhibit 3.94

BY-LAWS

OF

SUNDOWN, INC.

(A Florida Corporation)

BY-LAWS

OF

SUNDOWN, INC.

ARTICLE I.

OFFICES

Section 1.               Registered Office. The registered office of SUNDOWN, INC., a Florida Corporation (the “Corporation”), shall be located in the City of Boca Raton, State of Florida.

Section 2.               Other Offices. The Corporation may also have offices at such other places, either within or without the State of Florida, as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 1.               Annual Meeting. The annual meeting of the shareholders of Sundown, Inc. (the “Corporation”) for the election of directors and the transaction of other business shall be held on the date and at the time and place that the board of directors determines. If any annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2.               Special Meetings. Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors, or when demanded in writing by the holders of not less than ten percent, unless a greater percentage not to exceed 50 percent is required by the articles of incorporation, of all the shares entitled to vote at the meeting. Such demand must be delivered to the Corporation’s Secretary. A meeting demanded by shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the special meeting.

Section 3.               Place. Meetings of shareholders may be held either within or outside the State of Florida as determined by the board of directors and as stated in the notice of the meeting.

Section 4.               Notice. A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled

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to vote at the meeting, not less than ten nor more than sixty days before the date set for the meeting, either personally or by first-class mail, by or at the direction of the president, the secretary, or the officer or other persons calling the meeting. If mailed, the notice shall be considered delivered when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the Corporation.

Section 5.               Waivers of Notice. Whenever any notice is required to be given to any shareholder of the Corporation under these bylaws, the articles of incorporation, or the Florida General Corporation Act, a written waiver of notice, signed anytime by the person entitled to notice shall be equivalent to giving notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, shall constitute a waiver of notice of the meeting, except when the shareholder attends a meeting solely for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened. Attendance also waives objection to consideration of any matter not within the purposes described unless the shareholder objects when the matter is presented.

Section 6.               Closing Transfer Books or Fixing Record Date. For the purpose of determining the shareholders for any purpose, the board of directors may either require the stock transfer books to be closed for up to seventy days or fix a record date, which shall be not more than seventy days before the date on which the action requiring the determination is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, that determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 7.               Voting Record. At least ten days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at the meeting, listing each shareholder’s address and the number, class, and series of shares that he holds. For ten days before the meeting, the list shall be kept on file at the Corporation’s registered office or the principal place of business, and any shareholder may inspect the list anytime during usual business hours. The list shall also be produced and kept open at the time and place of the meeting, at which time any shareholder may inspect the list.

If the requirements of this section have not been substantially complied with, the meeting, on the demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with. If no demand for adjournment is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8.               Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of a majority of the shares entitled to vote on the matter is the act of the shareholders unless otherwise provided by law. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number

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required for a quorum does not affect the validity of an adjournment of the meeting or an action taken at the meeting prior to the shareholders’ withdrawal.

Authorized but unissued shares, including those required by the Corporation, shares of stock of this Corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this Corporation, and shares of stock of this Corporation that it holds in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any time. The chairman of the board, the president, any vice president, the secretary, and the treasurer of a corporate shareholder are presumed to possess, in that order, authority to vote shares standing in the name of a corporate shareholder, absent a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Shares held by an administrator, executor, guardian, or conservator may be voted by him without a transfer of the shares into his name. A trustee may vote shares standing in his name, but no trustee may vote shares that are not transferred into his name. If he is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote shares standing in his name or held by or under his control, without transferring the shares into his name. A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares unless the instrument creating the pledge provides otherwise.

ARTICLE III.

DIRECTORS

Section 1.               Function. The business of this Corporation shall be managed and its corporate powers exercised by the board of directors.

Section 2.               Number. The Corporation shall have two directors initially. The number of directors may be increased or diminished from time to time by an amendment to these bylaws, which shall be in written form and approved by the holders of a majority of the outstanding shares of stock of the Corporation at any regular or special meeting of shareholders, but no decrease shall have the effect of shortening the term of any incumbent director, unless the shareholders remove the director.

Section 3.               Qualification. Each member of the board of director must be a natural person who is 18 years of age or older. A director need not be a resident of Florida or the United States or a shareholder of the Corporation.

Section 4.               Election and Term. The terms of the initial directors of a Corporation expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election. Directors are elected at the first annual shareholders’ meeting and each annual meeting thereafter. Despite the expiration of a director’s term, he continues to serve until his successor is elected or until there is a decrease in the number of directors.

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Section 5.               Compensation. The board of directors has authority to fix the compensation of the directors, as directors and as officers.

Section 6.               Duties of Directors. A director shall discharge his duties as a director, including his duties as a member of any committee of the board upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation.

Section 7.               Presumption of Assent. A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action unless he votes against or abstains from the action taken, or he objects at the beginning of the meeting to holding or transacting specified business at the meeting.

Section 8.               Vacancies. Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created because of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even if the number of remaining directors does not constitute a quorum of the board of directors. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.

Section 9.               Resignation or Removal of Directors. Shareholders may remove one or more directors, and fill any vacancy or vacancies created by the removal, by a vote of the holders of a majority of the shares entitled to vote at an election of directors. A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.

A director may resign at any time by delivering written notice to the board of directors or its chairman or to the Corporation. A resignation is made effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

Section 10.             Quorum and Voting. A majority of the board of directors constitutes a quorum for the transaction of business. The affirmative vote of the majority of the directors at a meeting at which a quorum is present is the act of the board of directors.

Section 11.             Place of Meetings. Regular and special meetings by the board of directors may be held within or outside the State of Florida.

Section 12.             Regular Meetings. A regular meeting of the board of directors shall be held without notice, other than this bylaw, immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than the resolution.

Section 13.             Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any directors.

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Section 14.             Notice of Meetings. Special meetings of the board of directors must be preceded by at least two days’ notice of the date, time, and place of the meeting. Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of the meeting and all objections to the time, and place of the meeting, or the manner in which it has been called or convened, except when the director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the tune and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

ARTICLE IV.

OFFICERS

Section 1.               Officers. The officers of the Corporation shall consist of a president, a secretary, and a treasurer, and may include one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be elected initially by the board of directors at the organizational meeting of board of directors and thereafter at the first meeting of the board following the annual meeting of the shareholders in each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have the authority and perform the duties prescribed by the board. All officers shall hold office until their successors have been appointed and have qualified or until their earlier resignation, removal from office, or death. The same individual may simultaneously hold more than one office in a Corporation. The failure to elect a president, secretary, or treasurer shall not affect the existence of the Corporation. The bylaws or board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors’ and shareholders’ meetings and for authenticating records for the Corporation.

Section 2.               President. The president, subject to the directions of the board of directors, is responsible for the general and active management of the business and affairs of the Corporation, has the power to sign certificates of stock, bonds, deeds, and contracts for the Corporation, and shall preside at all meetings of the shareholders.

Section 3.               Vice Presidents. Each vice president has the power to sign bonds, deeds, and contracts for the Corporation and shall have the other powers and perform the other duties prescribed by the board of directors or the president. Unless the board otherwise provides, if the president is absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise any of the powers of the president. Any vice president may sign, with the secretary or assistant secretary, certificates for stock of the Corporation.

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Section 4.               Secretary. The secretary shall have the power to sign contracts and other instruments for the Corporation and shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and the corporate seal, attest the signatures of officers who execute documents on behalf of the Corporation, and assure that the seal is affixed to all documents of which execution on behalf of the Corporation under its seal is duly authorized, (d) keep a register of the post office address of each shareholder that shall be furnished to the secretary by the shareholder, (e) sign with the president, or a vice president, certificates for shares of stock of the Corporation, the issuance of which have been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the Corporation, and (g) in general perform all duties incident to the office of secretary and other duties as from time to time may be prescribed by the president or the board of directors.

Section 5.               Treasurer. The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation, (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit monies in the name of the Corporation in the banks, trust companies, or other depositaries as shall be selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and other duties as from time to time may be assigned to him by the president or the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in the sum and with the surety or sureties that the board of directors determines.

Section 6.               Removal or Resignation of Officers. A board of directors may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. An officer’s removal does not affect the officer’s contract rights, if any, with the Corporation.

An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer.

Section 7.               Salaries. The board of directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from receiving his salary merely because he is also a director of the Corporation.

ARTICLE V.

INDEMNIFICATION

Any person, his heirs, or personal representative, made, or threatened to be made, a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he is or was a director, officer, employee, or agent of

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this Corporation or serves or served any other corporation or other enterprise in any capacity at the request of this Corporation, shall be indemnified by this Corporation, and this Corporation may advance his related expenses to the full extent permitted by law. In discharging his duty, any director, officer, employee, or agent, when acting in good faith, may rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by (1) one or more officers or employees of the Corporation whom the director, officer, employee, or agent reasonably believes to be reliable and competent in the matters presented, (2) counsel, public accountants, or other persons as to matters that the director, officer, employee, or agent believes to be within that person’s professional or expert competence, or (3) in the case of a director, a committee of the board of directors upon which he does not serve, duly designated according to law, as to matters within its designated authority, if the director reasonably believes that the committee is competent. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person, his heirs, or personal representatives may be entitled. The Corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE VI.

STOCK CERTIFICATES

Section 1.               Issuance. Every shareholder in this Corporation is entitled to have a certificate, evidencing all shares to which he is entitled. No certificate shall be issued for any share until the share is fully paid.

Section 2.               Form. Certificates evidencing shares in this Corporation shall be signed by the president or a vice president and the secretary or an assistant secretary and may be sealed with the seal of this Corporation or a facsimile of the seal. Unless the Corporation stock is registered pursuant to every applicable securities law, each certificate shall bear an appropriate legend restricting the transfer of the shares evidenced by that certificate.

Section 3.               Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate in the place of any certificate previously issued if the shareholder of record (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken, (b) requests the issue of a new certificate before the Corporation has noticed that the certificate has been acquired by the purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the Corporation, gives bond in the form that the Corporation directs, to indemnify the Corporation, the transfer agent, and the registrar against any claim that may be made concerning the alleged loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the Corporation.

Section 4.               Restrictive Legend. Every certificate evidencing shares that are restricted as to sale, disposition, or other transfer shall bear a legend summarizing the restriction or stating that the Corporation will furnish to any shareholder, upon request and without charge, a full statement of the restriction.

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ARTICLE VII.

DIVIDENDS

The board of directors from time to time may declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VIII.

SEAL

The corporate seal shall have the name of the Corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or an impression seal.

ARTICLE IX.

AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by either a vote of a majority of the full board of directors or by vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors. In order to be effective, any amendment approved hereby must be in writing and attached to these Bylaws.

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EX-3.95

Exhibit 3.95

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

•              First: The name of the limited liability company is The Non-Irradiated Herbal Manufacturers Group, LLC.

•              Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, New Castle County. The name of its Registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of The Non-Irradiated Herbal Manufacturers Group, LLC this 16^thday of June, 2003.

By:	/s/ John Patrick Paraschos
	Name: John Patrick Paraschos

EX-3.96

Exhibit 3.96

LIMITED LIABILITY COMPANY AGREEMENT

OF

THE NON-IRRADIATED HERBAL MANUFACTURERS GROUP, LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for The Non-Irradiated Herbal Manufacturers Group, LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State. The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name. The name of the Company is The Non-Irradiated Herbal Manufacturers Group, LLC.

3.Formation. The Company was formed on June 16, 2003 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.Purpose.  The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term. The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.   The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.   The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716.  The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.Powers of the Company.   Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.Powers of the Sole Member. The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.Limited Liability.  Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.    Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution. The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.Additional Contributions.   The Sole Member shall not be required to make any additional Capital Contributions to the Company.  The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member.  The business, property and affairs of the Company shall be managed exclusively by the Sole Member.   The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.   The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole, Member.    Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member. The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion. The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

13.Meetings of Members.   At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.Officers.

(a)Appointment of Officers. The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.   The officers of the Company may include a Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment.  Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member. Harvey Kamil shall serve as the President and Treasurer of the Company; and Michael C. Slade shall serve as the Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers.    The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority.     Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments. The Sole Member may assign its Membership Interest in whole or in part.  If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Sole Member. The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the

Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.    Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment.  This Agreement may be amended only upon the written consent of the Sole Member.

19.Severability.   Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.  No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of June 165, 2003.

NBTY, INC.,
a Delaware corporation
By:	/s/ Harvey Kamil
Name: Harvey Kamil
Title:  President

EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

JUNE 16, 2003

Member’s Name	Member’s Address	Member’s Capital Contribution
NBTY, Inc.	90 Orville Drive Bohemia, NY 11716	$	100

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EX-3.97

Exhibit 3.97

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

•First:The name of this Corporation is United States Nutrition, Inc.

•Second:Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808. The registered agent in charge thereof is Corporation Service Company.

•Third:The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

•Fourth:The amount of total authorized capital stock of this corporation is One Thousand Dollars ($1,000) divided into 1,000 shares of one Dollar ($1.00) each.

•Fifth:The name and mailing address of the incorporator are as follows:

Name:	Irene B. Fisher, Esq.
Mailing Address:	90 Orville Drive
	Bohemia, NY 11716

•I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 19^th day of September, 2003.

By:	/s/ Irene B. Fisher
	(Incorporator)
NAME:		IRENE B. FISHER
		(Type or Print)

EX-3.98

Exhibit 3.98

BY-LAWS

OF

UNITED STATES NUTRITION, INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the State of Delaware as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Certificate of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the State of Delaware as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Certificate of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case may be, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Certificate of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation

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of any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the State of Delaware or outside the State of Delaware as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Certificate of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Certificate of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5.Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

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ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and

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(2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless

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a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

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SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each

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employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates For Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that

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some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Certificate of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification

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sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall

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upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may effect loans and advances for the Corporation

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from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Certificate of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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SECTION 5.Offices Outside of Delaware. Except as otherwise required by the laws of the State of Delaware, the Corporation may have an office or offices and keep its books, documents and papers outside of the State of Delaware at such place or places as from time to time may be determined by the Board of Directors or the President.

ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.99

Exhibit 3.99

CERTIFICATE OF INCORPORATION

OF

UNITED VITAMIN MANUFACTURING CORP.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is:

UNITED VITAMIN MANUFACTURING CORP.

SECOND: The purpose for which it is formed is as follows:

To engage in any lawful act or activity for which corporations may be formed under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board agency or other body, without such approval or consent first being obtained.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD: The office of the corporation in the State of New York, is to be located in the County of Suffolk.

FOURTH: The aggregate number of share which the corporation shall have the authority to issue is 200, no par value.

FIFTH: The Secretary of the State is designated as agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o Michael C. Duban, P.C., 81 Main Street, White Plains, NY 10601.

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SIXTH: A director of the corporation shall not be liable to the corporation or its shareholders for damages for any breach of duty in such capacity except for liability if a judgment or other final adjudication adverse to a director establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that the director’s acts violated Section 719 of the Business Corporation Law; or liability for any act or omission prior to the adoption of this provision.

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IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury.

Dated: February 1, 1993

/s/ Scott J. Schuster

Scott J. Schuster, Incorporator

283 Washington Avenue

Albany, New York 12206

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EX-3.100

Exhibit 3.100

BY-LAWS

OF

UNITED VITAMIN MANUFACTURING CORP.

ARTICLE I

SHAREHOLDERS’ MEETING

Section 1.Annual Meeting.

The annual meeting of the shareholders shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2. Special Meetings.

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President or the Secretary at the written request of the holders of fifty per cent (50%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Law.

Section 3.Place of Meetings.

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places within or without the State of New York as shall be designated in the notices or waivers of notice of such meetings.

Section 4.Notice of Meetings.

(a)Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Law, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b)Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any

shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5.Quorum.

(a)Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b)Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6.Voting.

(a)Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b)Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c)Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authroized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d)Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE II

DIRECTORS

Section 1.Number.

The affairs and the business of the Corporation, except as otherwise provided in the Certificate of Incorporation, shall be managed by the Board of Directors. The number of the directors of the Corporation shall be                             ( ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

Section 2.How Elected.

At the annual meeting of shareholders, the persons duly elected by the votes cast at the election held thereat shall become the directors for the ensuing year.

Section 3.Term of Office.

The term of office of each of the directors shall be until the next annual meeting of shareholders and thereafter until a successor has been elected and qualified.

Section 4.Duties of Directors.

The Board of Directors shall have the control and general management of the affairs and business of the Corporation unless otherwise provided in the certificate of Incorporation. Such directors shall in all cases act as a Board regularly convened by a majority, and they may adopt such rules and regulations for the conduct of their meetings, and the management and business of the Corporation as they may deem proper, not inconsistent with these By-Laws and the Laws of the State of New York.

Section 5.Directors’ Meetings.

Regular meetings of the Board of Directors shall be held immediately following the annual meetings of the shareholders, and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time and must be called by the President or the Secretary upon the written request of two Directors.

Section 6.Notice of Special Meetings.

Notice of special meetings of the Board of Directors shall be served personally or by mail addressed to each Director at his last known address no less than five or more than twenty days prior to the date of such meeting. The notice of such meeting shall contain a statement of the business to be transacted thereat. No business other than that specified in the call for the meeting shall be transacted at any such special meeting. Notice of special meeting

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may be waived by any Director by written waiver or by personal attendance thereat without protest of lack of notice to him.

Section 7.Quorum.

At any meeting of the Board of Directors, except as otherwise provided by the Certificate of Incorporation, or by these By-Laws, a majority of the Board of Directors shall constitute a quorum. However, a lesser number when not constituting a quorum may adjourn the meeting from time to time until a quorum shall be present or represented.

Section 8.Voting.

Except as otherwise provided by statute, or by the Certificate of Incorporation, or by these By-Laws, the affirmative vote of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be necessary for the transaction of any item of business thereat. Any resolution in writing, signed by all of the directors entitled to vote thereon, shall be and constitute action by such directors to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of directors and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

Section 9.Vacancies.

Unless otherwise provided in the Certificate of Incorporation, vacancies in the Board of Directors occurring between annual meetings of the shareholders shall be filled for the unexpired portion of the term by a majority vote of the remaining Directors, even though less than a quorum exists.

Section 10.Removal of Directors.

Any or all of the directors may be removed, either with or without cause at any time by a vote of the shareholders at any meeting called for such purpose.

Section 11.Resignation.

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 12.Salary.

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

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Section 13.Contracts.

(a)No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b)Any director, personally and individually, may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

Section 14.Committees.

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desireable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.

ARTICLE III

OFFICERS

Section 1.Number of Officers.

(a)The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any officer may hold more than one office, except the same person may not hold the office of President and Secretary.

Section 2.Election of Officers.

Officers of the Corporation shall be elected at the first meeting of the Board of Directors. Thereafter, and unless otherwise provided in the Certificate of Incorporation, the officers of the Corporation shall be elected annually by the Board of Directors at its meeting held immediately after the annual meeting of shareholders and shall hold office for one year and until their successors have been duly elected and qualified.

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Section 3.Removal of Officers.

Any officer elected by the Board of Directors may be removed, with or without cause, and a successor elected, by vote of the Board of Directors, regularly convened at a regular or special meeting. Any officer elected by the shareholders may be removed, with or without cause, and a successor elected, by vote of the shareholders, regularly convened at an annual or special meeting.

Section 4.President.

The President shall be the chief executive officer of the Corporation and shall have general charge of the business, affairs and property thereof, subject to direction of the Board of Directors, and shall have general supervision over its officers and agents. He shall, if present, preside at all meetings of the Board of Directors in the absence of a Chairman of the Board and at all meetings of shareholders. He may do and perform all acts incident to the office of President.

Section 5.Vice-President.

In the absence of or inability of the President to act, the Vice-President shall perform the duties and exercise the powers of the President and shall perform such other functions as the Board of Directors may from time to time prescribe.

Section 6.Secretary.

The Secretary shall:

(a)Keep the minutes of the meetings of the Board of Directors and of the shareholders in appropriate books.

(b)Give and serve all notice of all meetings of the Corporation.

(c)Be custodian of the records and of the seal of the Corporation and affix the latter to such instruments or documents as may be authorized by the Board of Directors.

(d)Keep the shareholder records in such a manner as to show at any time the amount of shares, the manner and the time the same was paid for, the names of the owners thereof alphabetically arranged and their respective places of residence, or their Post Office addresses, the number of shares owned by each of them and the time at which each person became owner, and keep such shareholder records available daily during the usual business hours at the office of the Corporation subject to the inspection of any person duly authorized, as prescribed by law.

(e)Do and perform all other duties incident to the office of Secretary.

Section 7.Treasurer.

The Treasurer shall:

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(a)Have the care and custody of and be responsible for all of the funds and securities of the Corporation and deposit of such funds in the name and to the credit of the Corporation in such a bank and safe deposit vaults as the Directors may designate.

(b)Exhibit at all reasonable times his books and accounts to any Director or shareholder of the Corporation upon application at the office of the Corporation during business hours.

(c)Render a statement of the condition of the finances of the Corporation at each stated meeting of the Board of Directors if called upon to do so, and a full report at the annual meeting of shareholders. He shall keep at the office of the Corporation correct books of account of all of its business and transactions and such books of account as the Board of Directors may require. He shall do and perform all other duties incident to the office of Treasurer.

Section 8.Duties of Officers May Be Delegated.

In the case of the absence of any officer of the Corporation, or for any reason the Board may deem sufficient, the Board may, except as otherwise provided in these By-Laws, delegate the powers or duties of such officers to any other officer or any Director for the time being, provided a majority of the entire Board concur therein.

Section 9.Vacancies - How Filled.

Should any vacancy in any office occur by death, resignation or otherwise, the same shall be filled, without undue delay, by the Board of Directors at its next regular meeting or at a special meeting called for that purpose, except as otherwise provided in the Certificate of Incorporation.

Section 10.Compensation of Officers.

The officers shall receive such salary or compensation as may be fixed and determined by the Board of Directors, except as otherwise provided in the certificate of Incorporation.

ARTICLE IV

CERTIFICATES REPRESENTING SHARES

Section 1.Issue of Certificates Representing Shares.

The President shall cause to be issued to each shareholder one or more certificates, under the seal of the Corporation, signed by the President (or Vice-President) and the Treasurer (or Secretary) certifying the number of shares owned by him in the Corporation.

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Section 2.Lost or Destroyed Certificates.

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3.Transfers of Shares.

(a)Transfers of shares of the Corporation shall be made on the shares records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b)The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

ARTICLE V

SEAL

The seal of the Corporation shall be as follows:

ARTICLE VI

DIVIDENDS OR OTHER DISTRIBUTIONS

The Corporation, by vote of the Board of Directors, may declare and pay dividends or make other distributions in cash or its bonds or its property on its outstanding shares

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to the extent as provided and permitted by law, unless contrary to any restriction contained in the Certificate of Incorporation.

ARTICLE VII

NEGOTIABLE INSTRUMENTS

All checks, notes or other negotiable instruments shall be signed on behalf of this Corporation by such of the officers, agents and employees as the Board of Directors may from time to time designate, except as otherwise provided in the certificate of Incorporation.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

ARTICLE IX

AMENDMENTS

Section 1.By Shareholders.

All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors.

Section 2.By Directors.

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article IX above provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

ARTICLE X

OFFICES

The offices of the Corporation shall be located in the City, County and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at

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such other places within or without the United States as the Board of Directors may, from time to time, determine.

The undersigned Incorporator certifies that he has adopted the foregoing by-laws as the first by-laws of the Corporation, in accordance with the requirements of the Business Corporation Law.

Dated:
	Incorporator

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EX-3.101

Exhibit 3.101

CERTIFICATE OF FORMATION

of

VITAMIN WORLD (BOCA), LLC

1)             The name of the limited liability company is:

VITAMIN WORLD (BOCA), LLC

2)             The address of its registered office in the State of Delaware is 15 E. North Street, in the City of Dover, County of Kent. The name of the registered agent at such address is Corporate Service Bureau Inc.

3)             The latest date upon which the limited liability company is to dissolve is December 31, 2100.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the 14th day of August, 2001.

/s/ Jody V. Crowley

Jody V. Crowley, Organizer

Authorized to sign on

behalf of the company

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EX-3.102

Exhibit 3.102

LIMITED LIABILITY COMPANY AGREEMENT

OF

VITAMIN WORLD (BOCA), LLC

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for Vitamin World (Boca), LLC, a Delaware limited liability company (the “Company”), with the Delaware Secretary of State. The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Members of the Company, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name. The name of the Company is Vitamin World (Boca), LLC.

3.Formation.   The Company was formed on August 14, 2001 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.Purpose.   The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term. The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office.   The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporation Service Company.   The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716.    The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.Powers of the Company.   Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it by the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement and the Certificate of Formation.

8.Powers of the Sole Member. The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution.    Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution. The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for one (1) Membership Interest, representing a 100% Membership Interest in the Company.

11.Additional Contributions.   The Sole Member shall not be required to make any additional Capital Contributions to the Company.    The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member. The business, property and affairs of the Company shall be managed exclusively by the Sole Member.   The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.  The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act.   The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole Member.    Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate thereof or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company;

(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and

(xii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member. The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company.  The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care.  In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion. The Sole Member shall not have any personal liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper personal benefit.

13.Meetings of Members.   At such time as there is more than one Member of the Company, it is the intent of the Sole Member that meetings of the Members not be required.

14.Officers.

(a)Appointment of Officers. The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company.   The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member but subject in all cases to the supervision and control of the Sole Member.   Harvey Kamil shall serve as the initial President and Treasurer of the Company; and Michael C. Slade shall serve as the initial Secretary subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers.    The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority.     Any note, mortgage, deed of trust,  evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing,  and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

15.Assignments. The Sole Member may assign its Membership Interest in whole or in part. If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.Dissolution.  The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Sole Member. The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the

Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company.    Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates and members, and any of its or their respective shareholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment. This Agreement may be amended only upon the written consent of the Sole Member.

19.Severability.    Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

20.No Third-Party Rights.   No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of August 14, 2001.

NBTY, INC.,
a Delaware corporation
By:	/s/ Harvey Kamil
Name: Harvey Kamil
Title:  President

EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

AUGUST 14, 2001

		Member’s Capital
Member’s Name	Member’s Address	Contribution
NBTY, Inc.	90 Orville Drive Bohemia, NY 11716	$	100.00

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EX-3.103

Exhibit 3.103

ARTICLES OF INCORPORATION

OF

VITAMIN WORLD (VI), INC.

The undersigned, all natural persons of the age of 18 years or more, acting as incorporators for the purposes hereinafter stated, under and pursuant to the Business Corporations Law of the Territory of the Virgin Islands, do hereby certify as follows:

ARTICLE I

NAME

The name of the corporation is VITAMIN WORLD (VI), INC.

ARTICLE II

PURPOSES

(A)The Corporation is formed to engage in the sale, distribution and importation of vitamins, health supplements and non-prescription drugs and other related and ancillary purposes.

(B)To hire and employ agents, servants and employees, and to enter into agreements of employment and collective bargaining agreements, and to act as agent, contractor, trustee, factor or otherwise, either alone or in company with others.

(C)To purchase, receive by way of gift, subscribe for, invest in, and in all other ways acquire, import, lease, possess, maintain, handle on assignment, own, hold for investment or otherwise use, enjoy, exercise, operate, manage, conduct, perform, make, borrow, guarantee, contract in respect of, trade and deal in, sell, exchange, let, lend, export, mortgage, pledge, deed in trust, hypothecate, encumber, transfer, assign, and in all other ways dispose of, design, develop, invest, improve, equip, repair, alter, fabricate, assemble, build, construct, operate, manufacture, plant, cultivate, produce, market, and in all other ways (whether like and unlike any of the foregoing), deal in and with property of every kind and character, real, personal and mixed, tangible or intangible, wherever situated and however held, including, but not limited to, money, credits, choses in action, securities, stocks, bonds, warrants, script, certificates, debentures, mortgages, notes, commercial paper and other obligations and evidences of interest in or indebtedness of any person, firm or corporation, foreign or domestic, or of any government or subdivision or agency thereof, documents of title, and accompanying rights and every other kind and character of personal property, real property (improved or unimproved), and the products and avails, thereof, and every character of interest therein and appurtenances thereto, including, but not limited to, mineral, oil, gas and water rights, all of or any part of any going business and its incidents, franchises, subsidiaries, charters, concessions, grants, rights, powers or privileges, granted or conferred by any government or subdivision or agency thereof, and any interest in or part of the foregoing, and to exercise in respect thereof all of the rights, powers, privileges, and immunities of individual owners or holders thereof.

(D)To promote or aid in any manner, financially or otherwise, any person, firm, association or corporation, and to guarantee contracts and other obligations.

(E)To let concessions to others to do any of the things that this Corporation is endowed to do and to enter into, make, perform, and carry out, contracts and arrangements of every kind and character with any person, firm, association or corporation, or any government authority or subdivision or agency thereof.

(F)To carry on any business whatsoever that this corporation may deem proper in connection with any of the foregoing purposes or otherwise, or that it may deem calculated, directly or indirectly, to improve the interests of this Corporation, and to do all things specified in 13 V.I.C. Chapter 1, and to have and to exercise all powers conferred by the laws of the Territory of the Virgin Islands on corporations formed under the laws pursuant to which and under which this Corporation is formed, as such laws are now in effect or may at any time hereafter be amended, and to do any and all things hereinabove set forth to the same extent and as fully as natural persons might or could do, either alone or in combination with other persons, firms, associations or corporations, and in any part of the world.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, shall be liberally construed in aid of the powers of this Corporation, and the powers and purposes stated in each clause shall, except where otherwise stated, be in nowise limited or restricted by any term or provision of any other clause, and shall be regarded not only as independent purposes, but the purposes and powers stated shall be construed distributively as each object expressed, and enumeration as to specific powers shall not be construed as to limit in any manner the aforesaid general powers, but are in furtherance of, and in addition to and not in limitation of said general powers.

ARTICLE III

AUTHORIZED SHARES

The aggregate number of shares which the corporation shall have authority to issue is one thousand (1,000) shares, with a par value of $0.01 per share, and a paid in subscription price of $1.00 per share, of one class which shall be designated common stock.

ARTICLE IV

MINIMUM CAPITAL

The minimum capital of the corporation shall at no time be less than $1,000.00.

ARTICLE V

REGISTERED OFFICE AND AGENT

The principal office of the corporation is Citibank Building, Suite 208, Veteran’s Drive, P.O. Box 5304, St. Thomas, Virgin Islands 00803-5304. The name of the corporation’s registered agent at this address is The Prentice Hall Corporation System, Inc., c/o Trident Trust Company (V.I.) Ltd.

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ARTICLE VI

PERIOD OF CORPORATE EXISTENCE

The corporation’s existence shall begin upon filing these Articles of Incorporation and shall be perpetual.

ARTICLE VII

NUMBER OF DIRECTORS

The number of directors of the corporation shall be fixed from time to time by its bylaws and may be increased or decreased as therein provided, but the number thereof shall not be less than three.

ARTICLE VIII

MANAGEMENT

The corporation shall be managed by the Board of Directors, which shall exercise all powers conferred under the laws of the Territory of the Virgin Islands.

ARTICLE IX

INCORPORATORS

The names and mailing addresses of the incorporators are as follows:

NAME:	ADDRESS:
HARVEY KAMIL	90 Orville Drive
	Bohemia, NY 11716
MICHAEL C. SLADE	90 Orville Drive
	Bohemia, NY 11716
JAMES FLAHERTY	90 Orville Drive
	Bohemia, NY 11716

ARTICLE X

AMENDMENTS

The corporation reserves the right to amend these articles at any time.

/s/ Harvey Kamil

HARVEY KAMIL

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State of New York	)
County of Suffolk	) ss.:

The foregoing Articles of Incorporation were acknowledged before me this 30 day of September 2003, by Harvey Kamil.

/s/ Debra Deleary Dyckman

Notary Public

My commission expires                                     .

/s/ Michael C. Slade

MICHAEL C. SLADE

State of New York	)
County of Suffolk	) ss.:

The foregoing Articles of Incorporation were acknowledged before me this 30 day of September 2003, by Michael C. Slade.

/s/ Debra Deleary Dyckman

Notary Public

My commission expires                                     .

/s/ James Flaherty

JAMES FLAHERTY

State of New York	)
County of Suffolk	) ss.:

The foregoing Articles of Incorporation were acknowledged before me this 30 day of September 2003, by James Flaherty.

/s/ Debra Deleary Dyckman

Notary Public

My commission expires                                     .

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Consent of Agent for Service of Process

This writing witnesseth that the undersigned

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

Name of Agent

having been designated by;

VITAMIN WORLD (V.I.) INC.

Name of qualifying entity

as agent of the said company upon whom service of process may be made in all suits arising against the said company in the Courts of the Virgin Islands, do hereby consent to act as such agent, and that service of process may be made upon me in accordance with Title 13 of the Virgin Islands Code.

IN WITNESS WHEREOF, I have hereunto set my signature the 4^th day of March, 2005

/s/ Linda L. Quetel

For and on Behalf of

The Prentice-Hall Corporation System, Inc.

By: Linda L. Quetel

Subscribed and sworn to before me 4^th day March, 2005 at St Thomas, Virgin Island

/s/ Louise D. Questel

(Notary Public)

EX-3.104

Exhibit 3.104

BY-LAWS

OF

VITAMIN WORLD (VI), INC.

ARTICLE I

Stockholders

SECTION 1.Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time and at such place within or without the Territory of the Virgin Islands as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting. The Board of Directors may determine that an annual meeting shall not be held at any place, but shall instead be held solely by means of remote communication.

SECTION 2.Special Meetings. Except as otherwise provided in the Articles of Incorporation, a special meeting of stockholders of the Corporation may be called at any time by the Board of Directors or the President. Any special meeting of stockholders shall be held on such date, at such time and at such place within or without the Territory of the Virgin Islands as the Board of Directors or the officer calling the meeting may designate. The Board of Directors may determine that any special meeting of stockholders shall not be held at any special place, but shall instead be held solely by means of remote communication. At a special meeting of stockholders, no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting unless all of the stockholders are present in person or by

proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.

SECTION 3.Notice of Meetings. Except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws, a written notice of each meeting of the stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of the Corporation entitled to vote at such meeting at the stockholder’s address as it appears on the records of the Corporation or by a form of electronic transmission to which the stockholder has consented. The notice shall state the place, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

SECTION 4.Quorum. At any meeting of stockholders, the holders of a majority in number of the total outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number of shares shall be required by law, by the Articles of Incorporation or by these By-Laws, in which case the representation of the number of shares so required shall constitute a quorum; provided that at any meeting of stockholders at which the holders of any class of stock of the Corporation shall be entitled to vote separately as a class, the holders of a majority in number of the total outstanding shares of such class, present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Articles of Incorporation or by these By-Laws.

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SECTION 5.Adjourned Meetings. Whether or not a quorum shall be present in person or represented at any meeting of stockholders, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at such meeting may adjourn such meeting from time to time; provided, however, that if the holders of any class of stock of the Corporation are entitled to vote separately as a class upon any matter at such meeting, any adjournment of the meeting in respect of action by such class upon such matter shall be determined by the holders of a majority of the shares of such class present in person or represented by proxy and entitled to vote at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and the place, if any, thereof, or the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and may vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken. At the adjourned meeting the stockholders or the holder of any class of stock entitled to vote separately as a class, as the case may be, may transact any business which might have been transacted by them at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 6.Organization. The President or, in the absence of the Chairman of the Board, a Vice President shall call all meetings of the stockholders to order, and shall act as Chairman of such meetings. In the absence of the President and all of the Vice Presidents, the holders of a majority in number of the shares of stock of the Corporation present in person or represented by proxy and entitled to vote at the meeting shall elect a Chairman.

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The Secretary of the Corporation shall act as Secretary of all meetings of the stockholders; but in the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting. It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

SECTION 7.Voting. Except as otherwise provided by law or by the Articles of Incorporation, each stockholder shall be entitled to one vote for each share of the capital stock of the Corporation registered in the name of such stockholder upon the books of the Corporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. When directed by the presiding officer or upon the demand of any stockholder, the vote upon any matter before a meeting of stockholders shall be by ballot. Except as otherwise provided by law or by the Articles of Incorporation, Directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the stockholders entitled to vote in the election and, whenever any corporate action, other than the election of Directors is to be taken, it shall be authorized by a majority of the votes cast at a meeting of stockholders by the stockholders entitled to vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.

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SECTION 8.Voting Procedures and Inspectors. The Corporation may, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

The inspectors shall: ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballots, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls.

SECTION 9.Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Articles of Incorporation, any action required to be taken or which may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (which may be a telegram, cablegram or other electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. To be written, signed and dated for the purpose of these

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By-Laws, a telegram, cablegram or other electronic transmission shall set forth or be delivered with information from which the Corporation can determine (i) that it was transmitted by a stockholder or proxy holder or a person authorized to act for a stockholder or proxy holder and (ii) the date on which it was transmitted, such date being deemed the date on which the consent was signed. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, as the case maybe, the Board of Directors may fix, in advance, a record date, which shall not be (i) more than sixty (60) nor less than ten (10) days before the date of such meeting, or (ii) in the case of corporate action to be taken by consent in writing without a meeting, prior to, or more than ten (10) days after, the date upon which the resolution fixing the record date is adopted by the Board of Directors, or (iii) more than sixty (60) days prior to any other action.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written

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consent is delivered to the Corporation; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE II

Board of Directors

SECTION 1.Number and Term of Office. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, none of whom need be stockholders of the Corporation. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution passed by a majority of the Board of Directors. The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected at the annual meeting of stockholders, and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

SECTION 2.Removal, Vacancies and Additional Directors. The stockholders may, at any special meeting the notice of which shall state that it is called for that purpose, remove, with or without cause, any Director and fill the vacancy; provided that whenever any Director shall have been elected by the holders of any class of stock of the Corporation voting separately as a class under the provisions of the Articles of Incorporation, such Director may be removed and the vacancy filled only by the holders of that class of stock voting separately as a class. Vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of

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any Director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy or newly created directorship shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

When one or more Directors shall resign effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as herein provided in connection with the filling of other vacancies.

SECTION 3.Place of Meeting. The Board of Directors may hold its meetings in such place or places in the Territory of the Virgin Islands or outside the Territory of the Virgin Islands as the Board from time to time shall determine.

SECTION 4.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board from time to time by resolution shall determine. No notice shall be required for any regular meeting of the Board of Directors; but a copy of every resolution fixing or changing the time or place of regular meetings shall be sent by mail or by telecopy, telegram, cablegram or other electronic transmission to every Director at least two days before the first meeting held in pursuance thereof.

SECTION 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

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Notice of the day, hour and place of holding of each special meeting shall be given by mailing the same at least two days before the meeting or by causing the same to be transmitted by telephone, telecopy, telegram, cablegram or other electronic transmission at least two days before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meeting.

SECTION 6.Quorum. Subject to the provisions of Section 2 of this Article II, a majority of the members of the Board of Directors in office (but in no case less than one-third of the total number of Directors nor less than two Directors) shall constitute a quorum for the transaction of business and the vote of the majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting from time to time.

SECTION 7.Organization. The President shall preside at all meetings of the Board of Directors. In the absence of the President, a Chairman shall be elected from the Directors present. The Secretary of the Corporation shall act as Secretary of all meetings of the Directors. In the absence of the Secretary, the Chairman may appoint any person to act as Secretary of the meeting.

SECTION 8.Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any

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meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and the affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by law to be submitted to stockholders for approval, or (ii) adopting, amending or repealing these By-Laws.

SECTION 9.Conference Telephone Meetings. Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, the members of the Board of Directors or any committee designated by the Board, may participate in a meeting of the Board or such committee, as the case may be, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

SECTION 10.Consent of Directors or Committee in Lieu of Meeting. Unless otherwise restricted by the Articles of Incorporation or by these By-Laws, any action required or permitted to be taken at any meeting of the Board Directors, or of any committee thereof, maybe taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, as the case may be.

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ARTICLE III

Officers

SECTION 1.Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, and such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 6 of this Article III. The President, one or more Vice Presidents, the Secretary and the Treasurer shall be elected by the Board of Directors at its first meeting after each annual meeting of the stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Officers may, but need not, be Directors. Unless the Articles of Incorporation otherwise provides, any number of offices may be held by the same person.

All officers, agents and employees shall be subject to removal, with or without cause, at any time by the Board of Directors. The removal of an officer without cause shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights.

Any vacancy caused by death, resignation, removal or otherwise in any office may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Board of Directors.

SECTION 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at all

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meetings of the stockholders and at all meetings of the Board of Directors and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

SECTION 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose. The Secretary shall attend to the giving or serving of all notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors, the Chairman of the Board or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors, the Chairman of the Board or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours. The Secretary shall have all powers and shall perform all duties incident to the office of Secretary and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 5,Powers and Duties of the Treasurer. The Treasurer shall have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and

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securities of the Corporation. The Treasurer may endorse on behalf of the Corporation for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositary or depositaries as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors, the Chairman of the Board or the President shall render statements of such accounts; The Treasurer shall, at all reasonable times, exhibit the books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident of the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

SECTION 6.Additional Officers. The Board of Directors may from time to time elect such other officers (who may but need not be Directors), including a Controller, Assistant Secretaries, Assistant Treasurers and Assistant Controllers, as the Board may deem advisable and such officers shall have such authority and shall perform such duties as may from time to time be assigned by the Board of Directors or the President.

The Board of Directors may from time to time by resolution delegate to any Assistant Secretary or Assistant Secretaries any of the powers or duties herein assigned to the Secretary; and may similarly delegate to any Assistant Treasurer or Assistant Treasurers any of the powers or duties herein assigned to the Treasurer.

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SECTION 7.Giving of Bond by Officers. All officers of the Corporation, if required to do so by the Board of Directors, shall furnish bonds to the Corporation for the faithful performance of their duties, in such amounts and with such conditions and security as the Board shall require.

SECTION 8.Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

SECTION 9.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as shall from time to time be determined by the Board of Directors.

ARTICLE IV

Indemnification of Directors and Officers

SECTION 1.Nature of Indemnity. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was or has agreed to become a Director, officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a Director or

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officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, and may indemnify any person who was or is a party or is threatened to be made a party to such an action, suit or proceeding by reason of the fact that he or she is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on his or her behalf in connection with such action, suit or proceeding and any appeal therefrom, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (1) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, and (2) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the courts of the Territory of the Virgin Islands or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the courts of the Territory of the Virgin Islands or such other court shall deem proper.

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The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.Successful Defense. To the extent that a present or former Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article IV or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

SECTION 3.Determination that Indemnification is Proper. Any indemnification of a present or former Director or officer of the Corporation under Section 1 of this Article IV (unless ordered by a court), both as to action in his or her official capacity and as to action in another capacity while holding such office, shall be made by the Corporation unless a determination is made that indemnification of the person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1. Any indemnification of a present or former employee or agent of the Corporation under Section 1 (unless ordered by a court) may be made by the Corporation upon a determination that indemnification of the employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1. Any such determination shall be made with respect to a person who is a Director or officer at the time of the determination (1) by

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a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

SECTION 4.Advance Payment of Expenses. Unless the Board of Directors otherwise determines in a specific case, expenses (including attorneys’ fees) incurred by a person who is a Director or officer at the time in defending a civil or criminal administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article IV. Such expenses (including attorneys’ fees) incurred by former Directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such Director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

SECTION 5.Survival; Preservation of Other Rights. The foregoing indemnification provisions shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the laws of the Territory of the Virgin Islands are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any

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such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The rights to indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, insurance policy, vote of stockholders or disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.

SECTION 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each present and former Director or officer and may indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

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SECTION 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

SECTION 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, By-Law agreement or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Stock-Seal-Fiscal Year

SECTION 1.Certificates for Shares of Stock. The shares of the Corporation shall be represented by certificates unless the Board of Directors provides, by resolution, that some or all of any or all classes or series of stock shall be uncertificated shares. The Certificates for shares of stock of the Corporation shall be in such form, not inconsistent with the Articles of Incorporation, as shall be approved by the Board of Directors. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall not be valid unless so signed.

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In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, removal or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates had not ceased to be such officer or officers of the Corporation.

All certificates for shares of stock shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the books of the Corporation.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued until former certificates for the same number of shares have been surrendered and canceled.

SECTION 2.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of stock of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft or destruction, and, if required by the Corporation, a bond of indemnity or other indemnification sufficient in the opinion of the Corporation to indemnify the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new certificate in replacement therefor. Thereupon the Corporation may cause to be issued to such person a new certificate in replacement for the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new certificate

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so issued shall be noted the fact of such issue and the number, date and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new certificate is issued.

SECTION 3.Transfer of Shares. Shares of stock of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney duly authorized in writing, upon surrender and cancellation of certificates for the number of shares of stock to be transferred, except as provided in Section 2 of this Article V.

SECTION 4.Regulations. The Board of Directors shall have power and authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.Dividends. Subject to the provisions of the Articles of Incorporation, the Board of Directors shall have power to declare and pay dividends upon shares of stock of the Corporation, but only out of funds available for the payment of dividends as provided by law.

Subject to the provisions of the Articles of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.

SECTION 6.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, which seal shall be kept in the custody of the

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Secretary. A duplicate of the seal may be kept and be used by the Chairman of the Board, the President or any other officer of the Corporation designated by the Board of Directors.

SECTION 7.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

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ARTICLE VI

Miscellaneous Provisions

SECTION 1.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed and, if so required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

SECTION 2.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized to do so, any officer or agent of the Corporation may affect loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized so to do, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

SECTION 3.Contracts. Except as otherwise provided by law or in these By-Laws or as otherwise directed by the Board of Directors, the President or any Vice President

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shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any of such officers or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

SECTION 4.Waivers of Notice. Whenever any notice whatever is required to be given by law, by the Articles of Incorporation or by these By-Laws to any person or persons, a waiver thereof in writing, signed by the person entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

SECTION 5.Offices Outside of the Territory of the Virgin Islands. Except as otherwise required by the laws of the Territory of the Virgin Islands, the Corporation may have an office or offices and keep its books, documents and papers outside of the Territory of the Virgin Islands at such place or places as from time to time may be determined by the Board of Directors or the President.

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ARTICLE VII

Amendments

These By-Laws and any amendment thereof may be altered, amended or repealed, or new By-Laws may be adopted, by the Board of Directors; but these By-Laws and any amendment thereof may be altered, amended or repealed or new By-Laws may be adopted by the holders of a majority of the outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

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EX-3.105

Exhibit 3.105

CERTIFICATE OF FORMATION

of

VITAMIN WORLD OF GUAM LLC

1)             The name of the limited liability company is:

VITAMIN WORLD OF GUAM LLC

2)             The address of its registered office in the State of Delaware is 15 E. North Street, in the City of Dover, County of Kent. The name of the registered agent at such address is Corporate Service Bureau Inc.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the 10th day of May, 2001.

/s/ Jody V. Crowley

Jody V. Crowley, Organizer

Authorized to sign on

behalf of the company

EX-3.106

Exhibit 3.106

LIMITED LIABILITY COMPANY AGREEMENT

OF

VITAMIN WORLD OF GUAM LLC,

A DELAWARE LIMITED LIABILITY COMPANY

NBTY, Inc., a Delaware corporation (the “Sole Member”), desires to form a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “Delaware Act”) and, to that end, has filed a Certificate of Formation for Vitamin World of Guam LLC, a Delaware limited liability company (the “Company”), with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). The Sole Member hereby adopts the following to be the Limited Liability Company Agreement (this “Agreement”) of the Company:

1.Definitions. Unless the context otherwise requires, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, a Person which, directly or indirectly, controls or is controlled by or is under common control with that Person or is controlled by a principal executive officer of that Person. As used in this definition, “control” means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting interests, by contract or otherwise.

“Capital Contribution” means, with respect to any Member, the amount of money or the fair market value of property contributed by such Member to the Company.

“Certificate of Formation” means the Certificate of Formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Delaware Secretary of State pursuant to the Delaware Act.

“Member” means the Sole Member and all other Persons admitted as additional or substituted Members of the Company, if any, pursuant to this Agreement. Reference to a “Member” means any one of the Members.

“Membership Interest” means the ownership interest of the Company held by a Member, including any and all rights, powers, benefits, duties or obligations conferred on the Members under the Delaware Act or this Agreement.

“Person” means any entity, corporation, company, association, joint venture, joint stock company, partnership, trust, limited liability company, limited liability partnership, real estate investment trust, organization, individual (including personal representatives, executors

and heirs of a deceased individual), nation, state, government (including agencies, departments, bureaus, boards, divisions and instrumentalities thereof), trustee, receiver or liquidator.

2.Name. The name of the Company is Vitamin World of Guam LLC.

3.Formation. The Company was formed on May 15, 2001 upon the execution and filing of its Certificate of Formation with the Delaware Secretary of State pursuant to Section 18-201 of the Delaware Act.

4.Purpose. The Company may engage in any lawful activity for which a limited liability company may be organized under the Delaware Act.

5.Term. The Company shall continue until dissolved and terminated in accordance with Section 16 hereof.

6.Registered Office and Agent and Principal Office. The Company’s registered office and registered agent for service of process in the State of Delaware pursuant to Section 18-104 of the Delaware Act shall be Corporate Service Bureau, Inc., which is located at 15 E. North Street, Dover, Delaware 19901. The principal office of the Company shall be located at 90 Orville Drive, Bohemia, NY 11716. The identity of the Company’s registered office and agent, and the location of the Company’s principal office, may be changed at will by the Sole Member.

7.Powers of the Company. Subject to the limitations set forth in this Agreement and the Certificate of Formation, the Company shall possess and may exercise all of the powers and privileges granted to it in the Delaware Act, by any other law or by this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purposes of the Company set forth in this Agreement or the Certificate of Formation.

8.Powers of the Sole Member. The Sole Member shall have the power to exercise any and all rights and powers granted to members of a limited liability company pursuant to the Delaware Act and the express terms of this Agreement.

9.Limited Liability. Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Sole Member shall not be obligated personally for any such debt, obligation or liability of the Company by reason of being a Member of the Company.

10.Initial Capital Contribution. Concurrently herewith, the Sole Member shall contribute to the Company the monies and/or properties and/or instruments which are specified in Exhibit A as the Sole Member’s initial Capital Contribution. The Sole Member has made the initial Capital Contribution specified on Exhibit A in exchange for ten (10) Membership Interests, representing a 100% Membership Interest in the Company.

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11.Additional Contributions. The Sole Member shall not be required to make any additional Capital Contributions to the Company. The Sole Member may, however, make additional Capital Contributions to the Company in such amounts and at such times as it desires.

12.Management of the Company by the Sole Member.

(a)Exclusive Management by the Sole Member. The business, property and affairs of the Company shall be managed exclusively by the Sole Member. The Sole Member shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, to supervise, direct and control the actions of the officers, if any, of the Company and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. The other Members, if any, of the Company (other than the Sole Member) shall have no power to participate in the management of the Company except as expressly authorized by this Agreement and except as expressly required by any non-waivable provision of the Delaware Act. The Sole Member shall also serve as the “tax matters” Member of the Company.

(b)Powers of the Sole Member. Without limiting the generality of the foregoing, the Sole Member, acting alone, shall have the exclusive power and authority to cause the Company:

(i)to do any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(ii)to own, hold, operate, maintain, finance, refinance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(iii)to enter into, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents of any kind, including, without limitation, contracts with the Sole Member, any Affiliate or any agent of the Company, necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(iv)to sue and be sued, complain and defend and participate in administrative or other proceedings, in its own name;

(v)to appoint officers, employees and agents of the Company, define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors to the Company;

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(vi)to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance;

(vii)to borrow money from any Person, and issue evidences of indebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company;

(viii)to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company;

(ix)to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(x)to make, execute, acknowledge, endorse and file any and all agreements, documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company;

(xi)to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution;

(xii)to take any other action necessary, convenient, desirable or incidental to the accomplishment of the purposes of the Company; and

(xiii)to cause any special purpose subsidiary limited liability company wholly owned by the Company to do any of the foregoing.

(c)Agency Authority of the Sole Member; Delegation by the Sole Member. The Sole Member, acting alone, is authorized to endorse all checks, drafts and other evidences of indebtedness made payable to the order of the Company and to execute all agreements, contracts, commitments, checks, instruments and other documents on behalf of the Company. The Sole Member may also delegate any or all of its authority, rights and/or obligations, whether arising hereunder, under the Delaware Act or otherwise, to any one or more officers, agents or other duly authorized representatives of the Company.

(d)Discretion of the Sole Member; Standard of Care. In making any and all decisions relating to the conduct of the Company’s business or otherwise delegated to it by any provision of this Agreement, the Sole Member shall be free to exercise its sole, absolute and unfettered discretion. The Sole Member shall not have any liability whatsoever to the Company or to any other Member, if any, by reason of the Sole Member’s acts or omissions in connection with the conduct of business of the Company; provided, however, that nothing contained herein shall protect the Sole Member against any liability to the Company or to the other Members, if any, by reason of (i) any act or

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omission of the Sole Member that involves actual fraud or willful misconduct or (ii) any transaction from which the Sole Member derives improper benefit.

13.Admission of Additional Members. One or more additional Members of the Company may be admitted to the Company with the consent of the Members representing 100% of the Membership Interests in the Company at the time of the proposed admission.

14.Officers.

(a)Appointment of Officers. The Sole Member may, at its discretion, appoint officers of the Company at any time to conduct, or to assist the Sole Member in the conduct of, the day-to-day business and affairs of the Company. The officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers and a Comptroller. The officers shall serve at the pleasure of the Sole Member, subject to all rights, if any, of an officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as are typically exercised by similarly titled officers in a corporation or as shall be determined from time to time by the Sole Member, but subject in all cases to the supervision and control of the Sole Member. Scott Rudolph shall serve as the initial Chief Executive Officer of the Company; Harvey Kamil shall serve as the initial President, Chief Financial Officer and Treasurer of the Company; and Michael C. Slade shall serve as the initial Senior Vice President and Secretary of the Company; subject to all of the foregoing prerogatives of the Sole Member.

(b)Signing Authority of Officers. The officers, if any, shall have such authority to sign checks, instruments and other documents on behalf of the Company as may be delegated to them by the Sole Member.

(c)Acts of Officers as Conclusive Evidence of Authority. Any note, mortgage, deed of trust, evidence of indebtedness, contract, certificate, statement, conveyance or other instrument or obligation in writing, and any assignment or endorsement thereof, executed or entered into between the Company and any other Person, when signed by the Chief Executive Officer, the President, any Executive Vice-President or the Chief Financial Officer or by any Vice-President and any Secretary, any Assistant Secretary, any Treasurer, or any Assistant Treasurer of the Company, is not invalidated as to the Company by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other Person that the signing officer(s) had no authority to execute the same.

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15.Assignments. The Sole Member may assign its Membership Interest in whole or in part. If the Sole Member transfers all of its Membership Interest pursuant to this Section, the transferee shall be admitted to the Company as the Sole Member upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective upon the transfer, and upon such admission, the transferor Sole Member shall cease to be a Member of the Company.

16.Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events:

(a)Election of Sole Member. The written election of the Sole Member to dissolve the Company, made at any time and for any reason.

(b)Withdrawal or Dissolution of Sole Member. The withdrawal (other than an assignment of its Membership Interest pursuant to Section 15) or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company (other than an assignment of its Membership Interest pursuant to Section 15), unless the business of the Company is continued in a manner permitted by the Delaware Act.

(c)Judicial Dissolution. The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

The winding up of the affairs of the Company shall be conducted in accordance with the Delaware Act.

17.Exculpation; Indemnification by Company. To the maximum extent permitted by law, the Sole Member shall not be liable to the Company or any other Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Sole Member in good faith on behalf of the Company in the conduct of the business or affairs of the Company. Further, to the maximum extent permitted by law, the Company shall defend, indemnify and hold harmless the Sole Member and, if the Sole Member so elects by written notice to any such other Person, any of the Sole Member’s Affiliates, and any of its or their respective stockholders, members, directors, officers, employees, agents, attorneys or Affiliates, from and against any and all liabilities, losses, claims, judgments, fines, settlements and damages incurred by the Sole Member or by any such other Person, arising out of any claim based upon any acts performed or omitted to be performed by the Sole Member or by any such other Person on behalf of the Sole Member, in connection with the organization, management, business or property of the Company, including costs, expenses and attorneys’ fees (which may be paid as incurred) expended in the settlement or defense of any such claims.

18.Amendment. This Agreement may be amended only upon the written consent of the Sole Member.

19.Severability. Every term and provision of this Agreement is intended to be severable, and if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of this Agreement.

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20.No Third-Party Rights. No Person other than the Sole Member shall have any legal or equitable rights, remedies or claims under or in respect of this Agreement, and no Person other than the Sole Member shall be a beneficiary of any provision of this Agreement.

21.Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTS OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

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IN WITNESS WHEREOF, the Sole Member has caused this Agreement to be executed by its authorized officer, as of May 15, 2001.

NBTY, INC.
By:.	/s/ Harvey Kamil
	Name: Harvey Kamil
	Title: President

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EXHIBIT A

CAPITAL CONTRIBUTION AND ADDRESS OF SOLE MEMBER AS OF

MAY 15, 2001

		Member’s Capital
Member’s Name	Member’s Address	Contribution
NBTY, Inc.	90 Orville Drive
	Bohemia, NY 11716	$	100

EX-3.107

Exhibit 3.107

CERTIFICATE OF INCORPORATION

OF

VITAMIN WORLD ONLINE, INC.

Under Section 402 of the Business Corporation Law

The undersigned, a natural person of the age of eighteen years or over, desiring to form a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies as follows:

FIRST: The name of the corporation is:

VITAMIN WORLD ONLINE, INC.

SECOND: The purpose for which it is formed is as follows:

To engage in any lawful act or activity for which corporations may be formed under the Business Corporation Law provided that the corporation is not formed to engage in any act or activity which requires the consent or approval of any state official, department, board agency or other body, without such approval or consent first being obtained.

For the accomplishment of the aforesaid purposes, and in furtherance thereof, the corporation shall have and may exercise all of the powers conferred by the Business Corporation Law upon corporations formed thereunder, subject to any limitations contained in Article 2 of said law or in accordance with the provisions of any other statute of the State of New York.

THIRD: The office of the corporation in the State of New York is to be located in the County of Suffolk.

FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 200, no par value.

FIFTH: The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served, and the address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o NBTY, Inc., Attn. Harvey Kamil, 90 Orville Drive, Bohemia, NY 11716.

SIXTH: A director of the corporation shall not be personally liable to the corporation or its shareholders for damages for any breach of duty in such capacity except for liability if a

judgment or other final adjudication adverse to a director establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that the director personally gained in fact a financial profit or other advantage to which he or she was not legally entitled or that the director’s acts violated Section 719 of the Business Corporation Law; or liability for any act or omission prior to the adoption of this provision.

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IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under the penalties of perjury.

Dated: February 1, 1999

/s/ Scott J. Schuster

Scott J. Schuster, Incorporator

283 Washington Avenue

Albany, New York 12206

EX-3.108

Exhibit 3.108

BY-LAWS

of

VITAMIN WORLD ONLINE, INC.

ARTICLE I

Shareholders

Section 1.               Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.               Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors. At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.               Place of Meeting. Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.               Notice. Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be written or electronic. If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms. If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, after the adjournment the Board of Directors fixes a new record

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date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.               Quorum. At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.               Organization. The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all Vice Presidents, the holders of a majority of

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the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.               Voting. Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation. A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy must be executed by the shareholder or his or her authorized agent. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.               Inspectors. The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof. If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by

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appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability. The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.               Consent of Shareholders in Lieu of Meeting. Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

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Section 10.             Determination of Shareholders of Record for Certain Purposes. For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.             Waivers of Notice. Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him. The attendance of a Director or committee member at a

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meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.               Number and Term of Office. The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies). Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number provided by law. Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.               Removal, Vacancies and Additional Directors. Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose. Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by

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vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.               Place of Meeting. Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.               Regular Meetings. Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held. No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.               Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or

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telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed. The notice of a meting need not specify the purpose of the meeting. Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.               Quorum. Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.               Organization. The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting. If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

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At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.               Committees. The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.               Dividends. Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.             Compensation of Directors. A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

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Section 11.             Consent of Directors or Committee in Lieu of Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.             Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

ARTICLE III

Officers

Section 1.               Titles and Appointment. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III. All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board. The officers may, but need not, be Directors. The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause. The election

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or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.               Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.               Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.               Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders; shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and

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other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary. The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

Section 5.               Powers and Duties of the Treasurer. The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.               Additional Officers. The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited

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to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.               Voting upon Shares, etc. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.               Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

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ARTICLE IV

Indemnification of Directors and Officers

Section 1.               Nature of Indemnity. Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)           The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

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(b)           The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)           The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any

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successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

(d)           For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.               Successful Defense. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

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Section 3.               Determination that Indemnification is Proper. Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)           by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

(2)           if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)          by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)           by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.               Advance Payment of Expense. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any

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indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.               Survival; Preservation of Other Rights. The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the

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result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.               Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.               Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.               No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received

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payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

ARTICLE V

Shares

Section 1.               Certificates for Shares. Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees. No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

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Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.               Transfer of Shares. Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.               Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors. Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

Section 4.               Regulations. The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of

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Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.               Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.               Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.               Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

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Section 4.               Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.               Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

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ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors. By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-3.109

Exhibit 3.109

ARTICLES OF INCORPORATION

OF

VITAMIN WORLD OUTLET STORES, INC.

The undersigned proposes to form a corporation under the laws of the State of Nevada, relating to private corporations, and to that end hereby adopts articles of incorporation as follows:

ARTICLE ONE

NAME

The name of the corporation is VITAMIN WORLD OUTLET STORES, INC.

ARTICLE TWO

LOCATION

The registered office of this corporation is at 3276 Kitchen Drive, City of Carson City, State of Nevada. The mailing address is Post Office Box 2152, Carson City, Nevada 89702. The registered agent is State Agent and Transfer Syndicate, Inc.

ARTICLE THREE

PURPOSES

This corporation is authorized to engage in the retail sale of vitamins and to carry on any lawful business or enterprise.

ARTICLE FOUR

CAPITAL STOCK

The amount of the total authorized capital stock of this corporation is $1,000 as 1,000 shares at $1.00 (one dollar) par value. Such shares are non-assessable.

ARTICLE FIVE

DIRECTORS

The members of the governing board of this corporation shall be styled directors. The name and address of the member of the first board of directors is:

Scott Rudolph

90 Orville Drive

Bohemia NY 11716

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ARTICLE SIX

ELIMINATING PERSONAL LIABILITY

Officers and directors shall have no personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as an officer or director. This provision does not eliminate or limit the liability of an officer or director for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or the payment of dividends in violation of NRS 78.300.

ARTICLE SEVEN

INCORPORATORS

The name and address of the incorporator is: Elizabeth R. Brogan, 3276 Kitchen Drive, Carson City, Nevada 89701.

ARTICLE EIGHT

PERIOD OF EXISTENCE

The period of existence of this corporation shall be perpetual.

ARTICLE NINE

AMENDMENT OF ARTICLES OF INCORPORATION

The articles of incorporation of the corporation may be amended from time to time by a majority vote of all shareholders voting by written ballot in person or by proxy held at any general or special meeting of shareholders upon lawful notice.

ARTICLE TEN

VOTING OF SHARES

In any election participated in by the shareholders, each shareholder shall have one vote for each share of stock he owns, either in person or by proxy as provided by law. Cumulative voting shall not prevail in any election by the shareholders of this corporation.

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IN WITNESS WHEREOF the undersigned, ELIZABETH R. BROGAN, for the purpose of forming a corporation under the laws of the State of Nevada, does make, file and record these articles, and certifies that the facts herein stated are true; and I have accordingly hereunto set my hand this day, October 14, 1993.

INCORPORATOR:

/s/ Elizabeth R. Brogan

Elizabeth R. Brogan

STATE OF NEVADA

COUNTY OF CARSON CITY

On October 14, 1993, Elizabeth R. Brogan personally appeared before me, a notary public, and executed the above instrument.

/s/ Cheryl Lynne Cheney

SIGNATURE OF NOTARY

CERTIFICATE OF ACCEPTANCE

OF APPOINTMENT BY REGISTERED AGENT

State Agent and Transfer Syndicate, Incorporated hereby certifies that on October 13, 1993, we accepted appointment as Registered Agent for the above named corporation in accordance with Sec. 78.090, NRS 1957.

IN WITNESS WHEREOF, I have hereunto set my hand this October 14, 1993.

/s/ Elizabeth R. Brogan

Elizabeth R. Brogan for

State Agent and Transfer Syndicate, Incorporated

EX-3.110

Exhibit 3.110

BY – LAWS

OF

VITAMIN WORLD OUTLET STORES. INC.

ARTICLE I - - OFFICES

SECTION 1.REGISTERED OFFICE. The registered office shall be established and maintained at 3276 Kitchen Drive, in the City of Carson City                                in the State of Nevada,

SECTION 2.OTHER OFFICES. The corporation may have other offices, either within or without the State of Nevada, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II - - MEETING OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS.. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State Nevada, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting.

SECTION 3.VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for

any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III - - DIRECTORS

SECTION 1.NUMBER AND TERM. The number of directors shall be one. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

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SECTION 2.RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.COMPENSATION. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV - - OFFICERS

SECTION 1.OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such

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terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

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SECTION 8.ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as otherwise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date,

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which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI - - CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

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ARTICLE VII - - AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

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EX-3.111

Exhibit 3.111

Michael C. Dubar, Esquire

1 Penn Plaza, Suite 2535

New York, NY 10001

CERTIFICATE OF INCORPORATION

OF

VITAMIN WORLD, INC.

CERTIFICATE OF INCORPORATION

OF

VITAMIN WORLD, INC.

FIRST.   The name of this Corporation is VITAMIN WORLD, INC.

SECOND.   Its registered office and place of business in the State of Delaware is to be located at 26 The Green in the City of Dover, County of Kent. The Registered Agent in charge thereof is XL CORPORATE SERVICES, INC.

THIRD.   The nature of the business and the objects and purposes proposed to be transacted, promoted and carried on, are to do any or all the things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz:

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH.   The corporation shall be authorized to issue One Thousand (1,000) Shares at No Par Value.

FIFTH.   The name and address of the incorporator is as follows: Cheryl Morris, 26 The Green, Dover, Delaware 19901.

SIXTH.   The Directors shall have power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital, and to authorize and cause to be executed, mortgages and liens without limit as to the amount, upon the property and franchise of this Corporation.

With the consent in writing, and pursuant to a vote of the holders of a majority of the capital stock issued and outstanding, the Directors shall have authority to dispose, in any manner, of the whole property of this corporation.

The By-laws shall determine whether and to what extent the accounts and books of this corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholders shall have any right of inspecting any account, or book, or document of this Corporation, except as conferred by the law or the By-laws, or by resolution of the stockholders.

The stockholders and directors shall have power to hold their meetings and keep the books, documents and papers of the corporation outside of the State of Delaware, at such places as may be from time to time designated by the By-laws or by resolution of the stockholders or directors, except as otherwise required by the laws of Delaware.

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It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise specified in said paragraph, be nowise limited or restricted by reference to or inference from the terms of any other clause or paragraph in this certificate of incorporation, but that the objects, purposes and powers specified in the third paragraph and in each of the clauses or paragraphs of this charter shall be regarded as independent objects, purposes and powers.

SEVENTH.   The corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant hereto.

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IN WITNESS WHEREOF, I have hereunto set my hand and seal this 31st day of October 1977.

Dated at Dover, Delaware		/s/ Cheryl Morris	(SEAL)
October 31,1977
In the presence of	.

EX-3.112

Exhibit 3.112

BY – LAWS

OF

VITAMIN WORLD, INC.

ARTICLE I - OFFICES

SECTION 1.REGISTERED OFFICE. The registered office shall be established and maintained at 410 So. State St. Dover in the County of Kent in the State of Delaware.

SECTION 2.OTHER OFFICES. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II - MEETING OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on

If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.OTHER MEETINGS. Meetings of stockholders for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

SECTION 3.VOTING. Each stockholder entitled to vote in accordance with the terms and provisions of the Certificate of Incorporation and these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

SECTION 4.STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall at least 10 days before each meeting of stockholders prepare a complete alphabetical addressed list of the stockholders entitled to vote at the ensuing election, with the number of shares held by each. Said list shall be open to the examination of any stockholder, for

any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be available for inspection at the meeting.

SECTION 5.QUORUM. Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 6.SPECIAL MEETINGS. Special meetings of the stockholders, for any purpose, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or stockholders entitled to vote. Such request shall state the purpose of the proposed meeting.

SECTION 7.NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten nor more than fifty days before the date of the meeting.

SECTION 8.BUSINESS TRANSACTED. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 9.ACTION WITHOUT MEETING. Except as otherwise provided by the Certificate of Incorporation, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Certificate of Incorporation or of these By-Laws, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled by vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken.

ARTICLE III - DIRECTORS

SECTION 1.NUMBER AND TERM. The number of directors shall be three (3). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. The number of directors may not be less than three except that where all the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three but not less than the number of stockholders.

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SECTION 2.RESIGNATIONS. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4.REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5.INCREASE OF NUMBER. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

SECTION 6.COMPENSATION. Directors shall not receive any stated salary for their services asdirectors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 7.ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV - OFFICERS

SECTION 1.OFFICERS. The officers of the corporation shall consist of a President, a Treasurer, and a Secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice-Presidents and such Assistant Secretaries and Assistant Treasurers as it may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

SECTION 2.OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such

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terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.CHAIRMAN. The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 5.VICE-PRESIDENT. Each Vice-President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

SECTION 6.TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 7.SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

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SECTION 8.ASSISTANT TREASURERS & ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

SECTION 1.CERTIFICATES OF STOCK. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice-chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of series of stock, provided that, except as other wise provided in section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there maybe set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

SECTION 2.LOST CERTIFICATES. New certificates of stock may be issued in the place of any certificate therefore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against it on account of the alleged loss of any such new certificate.

SECTION 3.TRANSFER OF SHARES. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other persons as the directors may designate, by who they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for

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the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the day of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS. Subject to the provisions of the Certificate of Incorporation the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividends there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

SECTION 6.SEAL. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words “CORPORATE SEAL DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 7.FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS. All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by statute.

Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.

ARTICLE VI - CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

If the certificate of incorporation of the corporation states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

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ARTICLE VII - AMENDMENTS

These By-Laws may be altered and repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice thereof is contained in the notice of such special meeting by the affirmative vote of a majority of the stock issued and outstanding or entitled to vote thereat, or by the regular meeting of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

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EX-3.113

Exhibit 3.113

CERTIFICATE OF INCORPORATION

OF

WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS INC.

Under Section 402 of the Business Corporation Law, the undersigned, a natural person over the age of eighteen years, for the purpose of forming a corporation under section 402 of the Business Corporation Law, hereby certifies;

FIRST, The name of the corporation is Worldwide Sport Nutritional Supplements Inc.

SECOND, The purpose for which this corporation is formed are to engage in any lawful activity for which corporations may be organized under the Business Corporation Law of the State of New York, provided that it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without said consent or approval first being obtained.

THIRD, The office of this incorporation is to be located in the City of Utica, County of Oneida, State of New York.

FOURTH, The aggregate number of shares which the corporation shall have authority to issue is 200 Common Shares without par value, all of which shall be one class.

FIFTH, The Secretary of the State of State New York is designated as the agent of the corporation upon whom process against it may be served, and the post office address to which the said Secretary of State shall mail a copy of any process is 1507 Fox Place, Utica, New York 13502.

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IN WITNESS WHEREOF, I have subscribed this Certificate of Incorporation this 19th day of April, 1994 and affirm under penalties of perjury that the statements contained herein are true.

Utica, New York

April 19, 1994

	/s/ David J. McCabe
	David J. McCabe, Incorporator 1026, Park Avenue Utica, NY 13501
Sworn to before me this
19 day of April, 1994
/s/ [illegible]

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EX-3.114

Exhibit 3.114

BY-LAWS

OF

WORLDWIDE SPORT NUTRITIONAL SUPPLEMENTS, INC.

ARTICLE I

Shareholders

Section 1.Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date, at such time and at such place within or without the State of New York as may be designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may be properly brought before the meeting.

Section 2.Special Meetings. Special meetings of the shareholders of the Corporation may be called at any time by the Board of Directors or the President or by written instrument signed by a majority of the Board of Directors. At a special meeting of the shareholders only such business shall be transacted as is related to the purpose or purposes set forth in the notice of meeting.

Section 3.Place of Meeting. Each meeting of shareholders shall be held at such place, within or without the State of New York, as may be fixed by the Board of Directors or, if no place is so fixed, at the principal office of the Corporation in the State of New York; provided, however, that any meeting of shareholders shall be held at such place within or without the State of New York as may be fixed by agreement in writing among all the shareholders of the Corporation.

Section 4.Notice. Notice of a meeting of shareholders shall be given to each shareholder entitled to vote at the meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. Such notice shall state the place, date and hour of the meeting and, unless the meeting is an annual meeting, shall indicate that such notice is being issued by or at the direction of the person or persons calling the meeting and shall state the purpose or purposes for which the meeting is called. Notice of any meeting of shareholders may be written or electronic. If at any meeting action is proposed to be taken which would, if taken, entitle shareholders fulfilling the requirements of Section 623 of the Business Corporation Law of the State of New York to receive payment for their shares, the notice of such meeting shall include a statement of that purpose and to that effect and shall be accompanied by a copy of such Section 623 or an outline of its material terms. If mailed, a notice of meeting is given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at his or her address as it appears on the record of shareholders, or, if he or she shall have filed with the Secretary a written request that notices to him or her be mailed to some other address, then directed to him or her at such other address. If transmitted electronically, such notice is given when directed to the shareholder’s electronic mail address as supplied by the shareholder to the Secretary of the Corporation or as otherwise directed pursuant to the shareholder’s authorization or instructions. When a meeting is adjourned to another time or place, it shall not be necessary

to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted at the meeting as originally called. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice hereunder.

If any By-Law regulating an impending election of Directors is adopted, amended or repealed by the Board of Directors, the By-Law so adopted, amended or repealed, together with a concise statement of the changes made, shall be set forth in the notice of the next meeting of shareholders held for the purpose of electing Directors.

Section 5.Quorum. At any meeting of shareholders, the presence in person or by proxy of the holders of a majority of the votes of shares entitled to vote at such meeting shall constitute a quorum for the transaction of any business, provided, however, when a specified item of business is required to be voted on by the holders of a particular class or series of shares of the Corporation’s shares, voting as a class, the holders of a majority of the votes of shares of such class or series shall constitute a quorum for the transaction of such specified item of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholder.

If a quorum shall not be present in person or by proxy at any meeting of shareholders, the shareholders present may adjourn the meeting without notice despite the absence of a quorum.

Section 6.Organization. The President, or in the absence of the President, a Vice President, shall call every meeting of the shareholders to order, and shall act as chairman of the meeting. In the absence of the President and all Vice Presidents, the holders of a majority of the shares present in person or represented by proxy and entitled to vote at such meeting shall elect a chairman.

The Secretary of the Corporation shall act as secretary of all meetings of the shareholders and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7.Voting. Unless otherwise provided in the Certificate of Incorporation every shareholder of record shall be entitled at every meeting of shareholders to one vote for every share standing in his or her name on the record of shareholders of the Corporation. A list of shareholders as of the record date, certified by the Secretary or an Assistant Secretary responsible for its preparation or by a transfer agent, shall be produced at any meeting of shareholders upon the request thereat or prior thereto of any shareholder.

The Board of Directors may prescribe a date not more than sixty (60) nor less than ten (10) days prior to the date of a meeting of shareholders for the purpose of determining

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the shareholders entitled to notice of or to vote at such meeting or any adjournment thereof. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him or her by proxy. Every proxy must be executed by the shareholder or his or her authorized agent. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The vote upon any matter as to which a vote by ballot is required by law, and, upon the demand of any shareholder, the vote upon any other matter before the meeting, shall be by ballot. Except as otherwise provided by law or by the Certificate of Incorporation, all elections of Directors shall be decided by a plurality of the votes cast and all other corporate action shall be decided by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Treasury shares and shares held by another domestic or foreign corporation of any type or kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Section 8.Inspectors. The Board of Directors in advance of every meeting of shareholders may appoint one or more Inspectors to act at such meeting or any adjournment thereof. If Inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat, shall, appoint one or more Inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment made by the Board in advance of the meeting or at the meeting by the person presiding thereat.

Each Inspector appointed to act at any meeting of the shareholders before entering upon the discharge of his or her duties shall take and sign an oath faithfully to execute the duties of Inspector at such meeting with strict impartiality and according to the best of his or her ability. The Inspectors so appointed shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or any shareholder entitled to vote thereat, the Inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them. Any report or

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certificate made by them shall be prima facie evidence of the facts stated and of the vote as certified by them.

Section 9.Consent of Shareholders in Lieu of Meeting. Any action by vote required or permitted to be taken by the shareholders may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. This section shall not be construed to alter or modify the provisions of any section of these By-Laws or any provision in the Certificate of Incorporation not inconsistent with the Business Corporation Law of the State of New York under which the written consent of the holders of less than all outstanding shares is sufficient for corporate action.

Section 10.Determination of Shareholders of Record for Certain Purposes. For the purposes of determining the shareholders entitled to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action (other than the determination of the shareholders entitled to notice of and to vote at a meeting of the shareholders), the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders and such date shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date shall be the close of business on the day on which the resolution of the Board relating thereto is adopted. For the purpose of determining that all shareholders entitled to vote thereon have consented to any action without a meeting, if no record date is fixed by the Board of Directors and no resolution has been adopted by the Board relating thereto, such shareholders shall be determined as of the date or time as of which such consent shall be expressed to be effective.

Section 11.Waivers of Notice. Whenever under the provisions of these By-Laws the shareholders are authorized to take any action after notice to them or the Board of Directors or a committee is authorized to take any action after notice to its members, such action may be taken without notice if at any time before or after such action be completed the shareholders, Directors or committee members submit a waiver of notice. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion thereof the lack of notice of such meeting shall constitute a waiver of notice by him. The attendance of a Director or committee member at a meeting without protesting prior thereto or at its commencement the lack of notice to him or her shall constitute a waiver of notice by him.

ARTICLE II

Board of Directors

Section 1.Number and Term of Office. The business of the Corporation shall be managed under the direction of a Board of Directors, none of the members of which need be shareholders of the Corporation, but each of whom shall be at least eighteen years of age. The number of Directors constituting the Board of Directors shall be fixed from time to time by resolution adopted by a majority of the entire Board (i.e., the total number of Directors which the Corporation would have if there were no vacancies). Unless a different number is fixed by the Board, the number of Directors constituting the Board of Directors shall be the minimum number

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provided by law. Except as hereinafter otherwise provided for filling vacancies, the Directors shall be elected at the annual meeting of shareholders to hold office until the next annual meeting, and shall hold office until the expiration of the term for which they were elected, and until their successors have been elected and qualified.

Section 2.Removal, Vacancies and Additional Directors. Any Director may be removed, with or without cause, and the vacancy filled by a vote of the shareholders at any special meeting the notice of which shall state that it is called for that purpose. Any vacancy caused by such removal and not filled by the shareholders at the meeting at which such removal shall have been made, or any vacancy occurring in the Board for any other reason, and newly created directorships resulting from any increase in the number of Directors, may be filled by vote of a majority of the Directors then in office although less than a quorum; provided, however, that the term of office of any Director so elected shall expire at the next succeeding annual meeting of shareholders and when his or her successor has been elected and qualified, and at such annual meeting the shareholders shall elect a successor to the Director filling such vacancy or newly created directorship.

Section 3.Place of Meeting. Except as provided in these By-Laws, the Board of Directors may hold its meetings, regular or special, in such place or places within or without the State of New York as the Board from time to time shall determine.

Section 4.Regular Meetings. Unless otherwise provided by the Board of Directors, a regular meeting of the Board shall immediately follow each annual meeting of shareholders of the Corporation and shall be held at the place at which such annual meeting is held. No notice shall be required for a regular meeting of the Board of Directors, but a copy of every resolution fixing or changing the time, date or place of a regular meeting shall be mailed, telegraphed, sent by telegram or electronically transmitted to every Director at least five days before the meeting held in pursuance thereof.

Section 5.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by direction of the President or by any two of the Directors then in office.

The Secretary shall give or cause to be given notice of the time and place of holding each special meeting by mailing the same at least three days before the meeting or by causing the same to be delivered in person or transmitted by electronic transmission, telegram or telephone at least 24 hours before the meeting, to each Director at the address which he or she has designated to the Secretary of the Corporation as the address to which notices intended for him or her shall be mailed. The notice of a meting need not specify the purpose of the meeting. Any business may be transacted by the Board of Directors at a meeting at which every member of the Board of Directors is present, although held without notice.

Section 6.Quorum. Subject to the provisions of Section 2 of this Article II, and except as otherwise expressly required by law, the presence of a majority of the Directors in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. A majority of the Directors present, whether or not a quorum

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is present, may adjourn a meeting from time to time without notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 7.Organization. The President (if he or she is a Director) shall call every meeting of the Board of Directors to order and shall act as Chairman of the meeting. If the President is not a Director or in the event of the absence of the President, (if he or she is a Director), a Chairman shall be elected from the Directors present.

The Secretary of the Corporation shall act as secretary of all meetings of the Directors and keep the minutes; in the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.

At all meetings of the Board of Directors business shall be transacted in such order as from time to time the Board may determine.

Except as otherwise required by law, at any regular or special meeting of the Board of Directors, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.

Section 8.Committees. The Board of Directors may by resolution adopted by a majority of the entire Board designate from among its members committees, each consisting of one or more Directors, and, subject to the provisions of Section 712 of the Business Corporation Law of the State of New York, define the powers and duties of such committees as the Board from time to time may deem advisable.

Section 9.Dividends. Subject to the provisions of the Certificate of Incorporation, and except when currently the Corporation is insolvent or would thereby be made insolvent, the Board of Directors shall have the power in its discretion from time to time to declare and pay dividends upon the outstanding shares of the Corporation out of surplus only, so that the net assets of the Corporation remaining after such declaration, payment or distribution shall at least equal the amount of its stated capital.

Section 10.Compensation of Directors. A Director may receive compensation for his or her services as such in such amount as the Board of Directors shall from time to time determine.

Section 11.Consent of Directors or Committee in Lieu of Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The resolutions and the written consents thereto shall be filed with the minutes of the proceedings of the Board or committee.

Section 12.Conference Telephone Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.

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ARTICLE III

Officers

Section 1.Titles and Appointment. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and such additional officers as the Board of Directors may appoint pursuant to Section 6 of this Article III. All officers shall be elected or appointed by the Board of Directors and shall hold office at the pleasure of the Board. The officers may, but need not, be Directors. The same person may hold any two or more offices.

The Board of Directors may require any officer to give security for the faithful performance of his or her duties and may remove him or her with or without cause. The election or appointment of an officer shall not of itself create any contract rights and his or her removal without cause shall be without prejudice to his or her contract rights, if any.

In addition to the powers and duties of the officers of the Corporation set forth in these By-Laws the officers, agents and employees of the Corporation shall have such powers and perform such duties in the management of the Corporation as the Board of Directors may prescribe.

Section 2.Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and control of all of its business and affairs and shall have all powers and shall perform all duties incident to the office of President. The President shall preside at meetings of shareholders and, if a Director, at all meetings of the Board of Directors and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 3.Powers and Duties of the Vice Presidents. Each Vice President shall have all powers and shall perform all duties incident to the office of Vice President and shall have such other powers and perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 4.Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders; shall attend to the giving or serving of notices of the Corporation; shall have custody of the corporate seal of the Corporation and shall affix the same to such documents and other papers as the Board of Directors or the President shall authorize and direct; shall have charge of the stock certificate books, transfer books and stock ledgers and such other books and papers as the Board of Directors or the President shall direct, all of which shall at all reasonable times be open to the examination of any Director, upon application, at the office of the Corporation during business hours; and shall have all powers and shall perform all duties incident to the office of Secretary. The Secretary shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or the Board of Directors or the President.

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Section 5.Powers and Duties of the Treasurer. The Treasurer shall receive, have custody of, and when proper shall pay out, disburse or otherwise dispose of, all funds and securities of the Corporation. The Treasurer in the name and on behalf of the Corporation, may endorse checks, notes and other instruments for collection and shall deposit the same to the credit of the Corporation in such bank or banks or depository or depositories as the Board of Directors may designate; shall sign all receipts and vouchers for payments made to the Corporation; shall enter or cause to be entered regularly in the books of the Corporation kept for the purpose, full and accurate accounts of all moneys received or paid or otherwise disposed of and whenever required by the Board of Directors or the President shall render statements of such accounts; and shall have all powers and shall perform all duties incident to the office of Treasurer and shall also have such other powers and shall perform such other duties as may from time to time be assigned by these By-Laws or by the Board of Directors or the President.

Section 6.Additional Officers. The Board of Directors from time to time may appoint such other officers (who may, but need not, be Directors), including but not limited to Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers, a Comptroller and Assistant Comptrollers, as the Board may deem advisable and the officers so appointed shall have such powers and perform such duties as may be assigned by the Board of Directors or the President.

In the absence of the Secretary or the Treasurer, upon the direction of the Board of Directors or the President, any Assistant Secretary and any Assistant Treasurer, respectively, shall have all the powers and may perform all the duties assigned to the Secretary or the Treasurer.

Section 7.Voting upon Shares, etc. Unless otherwise ordered by the Board of Directors, the President or any Vice President shall have full power and authority in the name and on behalf of the Corporation in person or by proxy to attend and to act and vote at any meeting of shareholders or bondholders of any corporation the shares or bonds of which the Corporation may hold and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such shares or bonds. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.

Section 8.Compensation of Officers. The officers of the Corporation shall be entitled to receive such compensation for their services as the Board of Directors from time to time may determine.

ARTICLE IV

Indemnification of Directors and Officers

Section 1.Nature of Indemnity. Subject to the provisions of Sections 721 through 725 of the Business Corporation Law of the State of New York:

(a)The Corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding whether civil or criminal, including an action by or in

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the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, was a Director or officer of the Corporation, or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision.

(b)The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Director or officer did not act, in good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service for any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the Corporation or that he or she had reasonable cause to believe that his or her conduct was unlawful.

(c)The Corporation shall also indemnify any person made, or threatened to be made, a party to an action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of any other corporation of any type or kind, domestic or foreign, of any partnership, joint venture, trust, employee benefit plan or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with the defense or settlement of such action, or in connection with an appeal therein, provided that no indemnification may be made to or on behalf of any such Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The foregoing limitation shall prohibit such indemnification only to the extent that such indemnification is prohibited by Section 721 of the Business Corporation Law of the State of New York, or any successor provision; except that no indemnification shall be made in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

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(d)For the purpose of this Article IV, the Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Corporation.

Section 2.Successful Defense. A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 of this Article IV shall be entitled to indemnification as authorized in such Section 1.

Section 3.Determination that Indemnification is Proper. Except as provided in Section 2 of this Article IV, any indemnification under Section 1 of this Article IV, unless ordered by a court, shall be made by the Corporation, only if authorized in a specific case:

(1)by the Board of Directors, acting by a quorum consisting of Directors who are not parties to such action or proceeding, upon a finding that the Director or officer has met the standard of conduct set forth in Section 1 of this Article IV,

(2)if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs:

(A)by the Board of Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the applicable standard of conduct set forth in Section 1 has been met by such Director or officer, or

(B)by the shareholders upon a finding that the Director or officer has met the applicable standard of conduct set forth in such Section 1.

Section 4.Advance Payment of Expense. Unless the Board of Directors otherwise determines in a specific case, expenses incurred by a Director or officer in defending a civil or criminal action or proceeding shall be paid by the Corporation in advance of final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay such amount or an appropriate portion thereof if it is ultimately found, under the procedure set forth in this Article IV, that he or she is not entitled to any indemnification or to indemnification to the full extent of the expenses advanced by the Corporation.

Section 5.Survival, Preservation of Other Rights. The foregoing provisions for indemnification and advancement of expenses shall be deemed to be a contract between the Corporation and each Director, officer, employee and agent who serves in any such capacity at any time while these provisions as well as the relevant provisions of the New York Business Corporation Law are in effect and any repeal of modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any

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action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.

The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other rights to which a person indemnified may be entitled, whether contained in the Certificate of Incorporation of the Corporation or these By-Laws or, when authorized by the Certificate of Incorporation or these By-Laws, (i) a resolution of shareholders, (ii) a resolution of Directors, or (iii) an agreement providing for such indemnification. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV; provided that no indemnification may be made to or on behalf of any Director or officer if a judgment or other final adjudication adverse to the Director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.

Section 6.Severability. If this Article IV or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each employee or agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article IV that shall not have been invalidated and to the fullest extent permitted by applicable law.

Section 7.Subrogation. In the event of payment of indemnification to a person described in Section 1 of this Article IV, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

Section 8.No Duplication of Payments. The Corporation shall not be liable under this Article IV to make any payment in connection with any claim made against a person described in Section 1 of this Article IV to the extent such person has otherwise received payment (under any insurance policy, by-law or otherwise) of the amounts otherwise payable as indemnity hereunder.

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ARTICLE V

Shares

Section 1.Certificates for Shares. Certificates for shares of the Corporation shall be in such form, not inconsistent with law and with the Certificate of Incorporation, as the Board of Directors shall approve. All certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer, and shall be sealed with the seal of the Corporation or a facsimile thereof, and shall not be valid unless so signed and sealed. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or one of its employees. No person shall sign a certificate for shares of the Corporation in two capacities.

In case any officer who has signed or whose facsimile signature has been placed upon a certificate for shares of the Corporation shall have ceased to be such officer of the Corporation before the certificate is issued by the Corporation, the certificate may nevertheless be issued by the Corporation with the same effect as if he or she were such officer at the date of its issue.

All certificates for shares shall be consecutively numbered as the same are issued. The name of the person owning the shares represented thereby with the number of such shares and the date of issue thereof shall be entered on the Corporation’s books.

Except as hereinafter provided, all certificates surrendered to the Corporation for transfer shall be canceled, and no new certificates shall be issued, until the former certificates for the same number of shares have been surrendered and canceled.

Section 2.Transfer of Shares. Shares of the Corporation shall be transferred on the books of the Corporation by the holder thereof, in person or by his or her attorney thereunto duly authorized in writing, upon surrender and cancellation of certificates for the number of shares to be transferred, except as provided in the succeeding section.

Section 3.Lost, Stolen or Destroyed Certificates. Whenever a person owning a certificate for shares of the Corporation alleges that it has been lost, stolen or destroyed, he or she shall file in the office of the Corporation an affidavit setting forth, to the best of his or her knowledge and belief, the time, place and circumstances of the loss, theft, or destruction, together with a bond of indemnity sufficient in the opinion of the Board of Directors to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate and with one or more sufficient sureties approved by the Board of Directors. Thereupon the Board of Directors may cause to be issued to such person a new certificate or a duplicate of the certificate alleged to have been lost, stolen or destroyed. Upon the stub of every new or duplicate certificate so issued shall be noted the fact of such issue and the number, date, and the name of the registered owner of the lost, stolen or destroyed certificate in lieu of which the new or duplicate certificate is issued.

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Section 4.Regulations. The Board of Directors shall have power and authority to make such other rules and regulations not inconsistent with the Certificate of Incorporation or with these By-Laws as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Corporation.

ARTICLE VI

Miscellaneous Provisions

Section 1.Corporate Seal. The Board of Directors shall provide a suitable seal, containing the name of the Corporation, and the Secretary shall have custody thereof.

Section 2.Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 3.Contracts. Except as otherwise provided in these By-Laws or by law or as otherwise directed by the Board of Directors, the President or any Vice President shall be authorized to execute and deliver, in the name and on behalf of the Corporation, all agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and the seal of the Corporation, if appropriate, shall be affixed thereto by any such officer or the Secretary or an Assistant Secretary. The Board of Directors, the President or any Vice President designated by the Board of Directors or by the President may authorize any other officer, employee or agent to execute and deliver, in the name and on behalf of the Corporation, agreements, bonds, contracts, deeds, mortgages, notes, obligations and other instruments, either for the Corporation’s own account or in a fiduciary or other capacity, and, if appropriate, to affix the seal of the Corporation thereto. The grant of such authority by the Board or any such officer may be general or confined to specific instances.

Section 4.Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money shall be signed and, if required by the Board of Directors, countersigned by such officers of the Corporation and/or other persons as the Board of Directors from time to time shall designate.

Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.

Section 5.Loans. No loans and no renewals of any loans shall be contracted on behalf of the Corporation except as authorized by the Board of Directors. When authorized, any officer or agent of the Corporation may obtain loans and advances for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the Corporation. When authorized to do so by the Board of Directors or the President, any officer or agent of the Corporation may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities

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of the Corporation, any and all stocks, securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

ARTICLE VII

Amendments

These By-Laws may be adopted, amended or repealed by a majority of the votes cast by the holders of the shares entitled to vote in the election of any Directors. By-Laws may also be adopted, amended or repealed by the Board of Directors of the Corporation, but any By-Law adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein provided.

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EX-5.1

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Exhibit 5.1

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005-1413

March 17, 2006                                            

NBTY, Inc.
90 Orville Drive
Bohemia, New York 11716

Ladies and Gentlemen:

        We have acted as special counsel to NBTY, Inc., a Delaware corporation (the "Company"), and each of the Guarantors listed in Schedule 1 to the Registration Rights Agreement referred to below (the "Guarantors", and together with the Company, the "Issuers") in connection with filing of a registration statement under the Securities Act of 1933, as amended, (the "Act") on Form S-4 with the Securities and Exchange Commission (the "Registration Statement"), of up to $200,000,000 in aggregate principal amount of 7¹/8% Senior Subordinated Notes due 2015 (the "Exchange Notes") of the Company, and the related guarantees of the Exchange Notes (the "Exchange Guarantees") by the Guarantors, to be issued in exchange for an equal aggregate principal amount of the Company's outstanding 7¹/8% Senior Subordinated Notes due 2015 (the "Outstanding Notes") and the related guarantees issued on September 23, 2005, pursuant to (i) the Indenture, dated as of September 23, 2005 (the "Indenture"), among the Issuers and The Bank of New York, as trustee (the "Trustee") and (ii) the Registration Rights Agreement, dated as of September 23, 2005 (the "Registration Rights Agreement"), among the Issuers and J.P. Morgan Securities Inc., Adams Harkness, Inc., BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets Corporation, as the initial purchasers of the Outstanding Notes.

        In rendering the opinions expressed below, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

        In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, the authenticity of the originals of such documents, and the due organization of all parties. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certificates of officers and representatives of the Issuers and public officials, statements contained in the Registration Statement and other documents as we have deemed necessary as a basis for such opinions.

        In rendering our opinions herein, we have assumed, without independent investigation, except with respect to the Company, each Guarantor that is a Delaware corporation or limited liability company (the "Delaware Guarantors") and each Guarantor that is a New York corporation or limited liability company (the "New York Guarantors"), the due authorization, execution and delivery of the documents and agreements we have reviewed by each of the parties thereto.

        Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:

        1.     The Exchange Notes have been duly authorized by all necessary corporate action by the Company and when executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and when exchanged by the holders thereof for the Outstanding Notes

in the manner contemplated by the Registration Statement and in accordance with the terms of the Registration Rights Agreement and the Indenture, the Exchange Notes will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualification that enforceability of the obligations of the Company thereunder may be limited by (i) bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and (ii) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality.

        2.     Each of the Exchange Guarantees have been duly authorized by all necessary corporate action by each of the Delaware Guarantors and the New York Guarantors, and assuming due authorization, execution and delivery thereof by each Guarantor, other than the Delaware Guarantors and the New York Guarantors, when executed, delivered and authenticated in accordance with the provisions of the Indenture and when the Exchange Notes are executed, delivered and authenticated in accordance with the provisions of the Indenture and when exchanged by the holders thereof for the Outstanding Notes in the manner contemplated by the Registration Statement and in accordance with the terms of the Registration Rights Agreement and the Indenture, the Exchange Guarantees will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the qualification that enforceability of the obligations of each of the Guarantors thereunder may be limited by (i) bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and (ii) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy, (b) concepts of good faith, reasonableness, fair dealing and materiality and, (c) the waiver of defenses by the Guarantors in such guarantees may be limited by the principles of public policy in New York.

        We express no opinion as to (i) the applicability to the obligations of any Guarantor under the applicable Exchange Guarantee of such Guarantor of (or the enforceability of such obligations under) Section 548 of Chapter 11 of Title 11 of the United States Code, as amended, Article 10 of the New York Debtor and Creditor Law, as amended, or any other provision of law relating to fraudulent conveyances, transfers or obligations or (ii) any provisions of the law of the jurisdiction of incorporation of any Guarantor restricting dividends, loans or other distributions by a corporation or other business entity or association for the benefit of its stockholders or similar persons.

        To the extent that the obligations of the Issuers under the Exchange Notes, the Exchange Guarantees and the Indenture, as applicable, may be dependent upon such matters, we have assumed for purposes of this opinion that (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Trustee has been duly qualified to engage in the activities contemplated by the Indenture; (iii) the Indenture has been duly authorized, executed and delivered by each of the parties thereto; (iv) the Indenture constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; (v) the Trustee is in compliance generally and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations; and (vi) the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

        In connection with the foregoing opinions, we have also assumed that at the time of the issuance and delivery of the Exchange Notes and the Exchange Guarantees, there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Exchange Notes

2

and the Exchange Guarantees and that the issuance and delivery of the Exchange Notes and the Exchange Guarantees, all of the terms of the Exchange Notes and the Exchange Guarantees and the performance by the Issuers of their obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Issuers and will not result in a default under or a breach of any agreement or instrument then binding upon the Issuers.

        The foregoing opinions are limited to matters involving the Federal laws of the United States of America, the General Corporation Law of Delaware, the Delaware Limited Liability Company Act and the laws of the State of New York, and we do not express any opinion as to the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus contained in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

        This opinion is furnished to you in connection with the filing of the Registration Statement, and is not be used, circulated, quoted or otherwise relied on for any other purpose. We disclaim any obligation to update anything herein for events occurring after the date hereof.

	Very truly yours,
	/s/  MILBANK, TWEED, HADLEY & MCCLOY LLP
JHC/ABP

3

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Exhibit 5.1

EX-12.1

Exhibit 12

NBTY, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Fiscal year ended September 30,													Three months ended December 31,
	2000		2001		2002		2003		2004		2005			2004		2005
	(Dollars in thousands)
EARNINGS AVAILABLE TO COVER FIXED CHARGES:
Income before provision for income taxes	$	82,952	$	67,883	$	138,707	$	114,997	$	169,005	$	119,262		$	45,429	$	30,663
Less:
Interest capitalized											(494		)	—		(437		)
Add:
Fixed charges deducted from earnings (see below)	37,256		42,895		41,421		45,502		58,203		62,552			14,547		18,060
Earnings available to cover fixed charges	$	120,208	$	110,778	$	180,128	$	160,499	$	227,208	$	181,320		$	59,976	$	48,286
FIXED CHARGES:
Interest expensed and capitalized and amortized premiums, discounts and capitalized expenses related to indebtedness	$	18,858	$	21,958	$	18,499	$	17,384	$	24,663	$	26,475		$	5,692	$	8,992
Appropriate portion of rentals	18,398		20,937		22,922		28,118		33,540		36,077			8,855		9,068
Fixed charges	$	37,256	$	42,895	$	41,421	$	45,502	$	58,203	$	62,552		$	14,547	$	18,060
Ratio of Earnings to Fixed Charges	3.23		2.58		4.35		3.53		3.90		2.90			4.12		2.67

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We consent to the use in this Registration Statement on Form S-4 of our report dated December 22, 2005 (March 15, 2006 as to Note 24), relating to the consolidated financial statements and financial statement schedule of NBTY Inc. and subsidiaries (the "Company") appearing in the Prospectus, which is part of this Registration Statement.

        We also consent to the incorporation by reference in the Registration Statement on Form S-4 of our report dated December 22, 2005, relating to management's report on the effectiveness of internal control over financial reporting included in the Annual Report on Form 10-K of the Company for the year ended September 30, 2005.

        We also consent to the reference to us under the heading "Experts" in such Prospectus.

/s/DELOITTE & TOUCHE LLP

Jericho, New York
March 15, 2006

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We hereby consent to the use in this Registration Statement on Form S-4 of our report dated November 11, 2003, except for Note 24, as to which the date is February 28, 2006 relating to the financial statements and financial statement schedule, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

New York, New York
March 15, 2006

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Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

NBTY, Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-2228617
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

American Health, Inc.

(Exact name of obligor as specified in its charter)

Nevada	11-3215708
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Arco Pharmaceuticals, Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-1964154
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
105 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Arthritis Research Corp.

(Exact name of obligor as specified in its charter)

Delaware	11-3571750
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Biosmart Direct Sales, LLC

(Exact name of obligor as specified in its charter)

Colorado	74-2939984
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
10701 Melody Drive
North Glenn, Colorado	80241
(Address of principal executive offices)	(Zip code)

2

De Tuinen Ltd.

(Exact name of obligor as specified in its charter)

New York	55-0829244
(State or other jurisdiction of incorporation or organization)a	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Diabetes American Research Corp.

(Exact name of obligor as specified in its charter)

Delaware	20-2521263
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Dynamic Essentials (DE), Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-3488076
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
255 Primera Boulevard
Lake Mary, Florida	32746
(Address of principal executive offices)	(Zip code)

Eurolean Research, LLC

(Exact name of obligor as specified in its charter)

New York	02-0643099
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

3

Food Systems, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-0329655
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Good N’ Natural Manufacturing Corp.

(Exact name of obligor as specified in its charter)

Delaware	06-1307453
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Healthwatchers (DE), Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-3547669
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Holland & Barrett, Ltd.

(Exact name of obligor as specified in its charter)

New York	11-3521646
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

4

Met-Rx Nutrition, Inc.

(Exact name of obligor as specified in its charter)

Delaware	74-2900945
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Met-Rx Substrate Technology, Inc.

(Exact name of obligor as specified in its charter)

California	74-2900977
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Met-Rx USA, Inc.

(Exact name of obligor as specified in its charter)

Nevada	33-0626256
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Nabarco Advertising Associates, Inc.

(Exact name of obligor as specified in its charter)

New York	11-2337463
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

5

Natural Wealth Nutrition Corporation

(Exact name of obligor as specified in its charter)

Delaware	06-1309450
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia,	11716
New York (Address of principal executive offices)	(Zip code)

Nature’s Bounty Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-3476521
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Nature’s Bounty Manufacturing Corp.

(Exact name of obligor as specified in its charter)

Delaware	11-3155471
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Nature’s Bounty, Inc.

(Exact name of obligor as specified in its charter)

New York	11-3476520
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
105 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

6

Naturesmart, LLC

(Exact name of obligor as specified in its charter)

Colorado	84-1574109
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY Aviation, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-0452439
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY CAH Company

(Exact name of obligor as specified in its charter)

Delaware	57-1179086
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY CAM Company

(Exact name of obligor as specified in its charter)

Delaware	57-1179084
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

7

NBTY Canada Acquisition, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-2302240
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY China Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-2340410
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY China, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-2340866
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY Distribution, Inc.

(Exact name of obligor as specified in its charter)

New York	65-1194684
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

8

NBTY Flight Services, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-0405973
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY Manufacturing, LLC

(Exact name of obligor as specified in its charter)

Delaware	11-3602075
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
5115 E. La Palma Avenue
Anaheim, California	92807
(Address of principal executive offices)	(Zip code)

NBTY PAH, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-1450146
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY Transportation, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-1414398
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

9

NBTY Ukraine 1, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-2418308
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY Ukraine 2, LLC

(Exact name of obligor as specified in its charter)

Delaware	20-2418361
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

NBTY Ukraine, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-2417970
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Nutrition Headquarters (DE), Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-3434258
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

10

Omni Vitamin And Nutrition Corp.

(Exact name of obligor as specified in its charter)

Delaware	11-3019778
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Physiologics, LLC

(Exact name of obligor as specified in its charter)

Colorado	74-2939985
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Precision Engineered Limited (USA)

(Exact name of obligor as specified in its charter)

Delaware	20-0900916
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Puritan’s Pride, Inc.

(Exact name of obligor as specified in its charter)

New York	06-1309452
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

11

Rexall, Inc.

(Exact name of obligor as specified in its charter)

Florida	75-3144967
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Rexall Sundown, Inc.

(Exact name of obligor as specified in its charter)

Florida	59-1688986
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Rexall US Delaware, Inc.

(Exact name of obligor as specified in its charter)

Delaware	36-4380978
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Richardson Labs, Inc.

(Exact name of obligor as specified in its charter)

Delaware	94-3290105
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

12

RXSD Inc.

(Exact name of obligor as specified in its charter)

Nevada	88-0403309
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Sundown, Inc.

(Exact name of obligor as specified in its charter)

Florida	75-3144968
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

The Non-Irradiated Herbal Manufacturers Group, LLC

(Exact name of obligor as specified in its charter)

Delaware	16-1690316
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

United States Nutrition, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-0375273
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

13

United Vitamin Manufacturing Corp.

(Exact name of obligor as specified in its charter)

New York	11-3215704
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Vitamin World (Boca), LLC

(Exact name of obligor as specified in its charter)

Delaware	11-3624307
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Vitamin World (VI), Inc.

(Exact name of obligor as specified in its charter)

U.S. Virgin Islands	33-1129839
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Suite 208, Citibank Building
Veteran’s Drive
P.O. Box 5304
St. Thomas, VI
U.S. Virgin Islands	00803-5304
(Address of principal executive offices)	(Zip code)

14

Vitamin World Of Guam, LLC

(Exact name of obligor as specified in its charter)

Delaware	11-3612056
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Vitamin World Online, Inc.

(Exact name of obligor as specified in its charter)

New York	11-3477485
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Vitamin World Outlet Stores, Inc.

(Exact name of obligor as specified in its charter)

Nevada	11-3215707
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

Vitamin World, Inc.

(Exact name of obligor as specified in its charter)

Delaware	11-2302283
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

15

Worldwide Sport Nutritional Supplements, Inc.

(Exact name of obligor as specified in its charter)

New York	16-1477378
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
90 Orville Drive
Bohemia, New York	11716
(Address of principal executive offices)	(Zip code)

7¹/₈%Senior Subordinated Notes due 2015

(Title of the indenture securities)

16

1.General information. Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form 
T-1 filed with Registration Statement No. 333-121195.)

4.A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

17

6.The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

18

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 27th day of February, 2006.

THE BANK OF NEW YORK
By:	/S/	BEATA HRYNIEWICKA
	Name:	BEATA HRYNIEWICKA
	Title:	ASSISTANT TREASURER

19

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2005, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,361,000
Interest-bearing balances	7,528,000
Securities:
Held-to-maturity securities	1,977,000
Available-for-sale securities	22,664,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices	809,000
Securities purchased under agreements to resell	309,000
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, net of unearned income	33,263,000
LESS: Allowance for loan and lease losses	408,000
Loans and leases, net of unearned income and allowance	32,855,000
Trading assets	5,625,000
Premises and fixed assets (including capitalized leases)	821,000
Other real estate owned	0
Investments in unconsolidated subsidiaries and associated companies	283,000
Customers’ liability to this bank on acceptances outstanding	117,000
Intangible assets:
Goodwill	2,138,000
Other intangible assets	764,000

Other assets	6,617,000
Total assets	$	85,868,000
LIABILITIES
Deposits:
In domestic offices	$	38,100,000
Noninterest-bearing	18,123,000
Interest-bearing	19,977,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	27,218,000
Noninterest-bearing	383,000
Interest-bearing	26,835,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices	844,000
Securities sold under agreements to repurchase	118,000
Trading liabilities	2,555,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases).	1,327,000
Not applicable
Bank’s liability on acceptances executed and outstanding	119,000
Subordinated notes and debentures	1,955,000
Other liabilities	5,119,000
Total liabilities	$	77,355,000
Minority interest in consolidated subsidiaries	139,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	2,097,000
Retained earnings	5,256,000
Accumulated other comprehensive income	-114,000
Other equity capital components	0
Total equity capital	8,374,000
Total liabilities, minority interest, and equity capital	$	85,868,000

I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,

Executive Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi	Directors
Gerald L. Hassell

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

OFFER FOR ALL OUTSTANDING
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015
IN EXCHANGE FOR
REGISTERED
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015
OF
NBTY, INC.
Pursuant to the Prospectus dated            , 2006

        THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2006 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:

THE BANK OF NEW YORK

By Registered and Certified Mail	By Overnight Courier or Regular Mail	By Hand Delivery
The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration
	Or by Facsimile Transmission: (212) 815-5707
For Information or Confirmation Call: (800) 934-6802

Delivery of this instrument to an address other than as set forth above or transmission of instructions to a facsimile number other than the one listed above will not constitute a valid delivery. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

        The undersigned acknowledges receipt of the Prospectus dated            , 2006 (the "Prospectus") of NBTY, Inc. (the "Company") and the guarantors set forth therein (the "Guarantors") and this Letter of Transmittal (this "Letter of Transmittal"), which, together with the Prospectus, constitutes the Company's and the Guarantors' (the Company and the Guarantors together are referred to herein as "we", "us", "their" and "our") offer (the "Exchange Offer") to exchange up to $200,000,000 aggregate principal amount of our 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $200,000,000 aggregate principal amount of our outstanding 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees, which have not been registered under the Securities Act (the "Outstanding Notes"). Recipients of the Prospectus should read the requirements described in such Prospectus with respect to eligibility to participate in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

        The undersigned hereby tenders the Outstanding Notes described in the box entitled "Description of Outstanding Notes" below pursuant to the terms and conditions described in the Prospectus and this Letter of Transmittal. The undersigned is the registered owner of all the Outstanding Notes so described and the undersigned represents that it has received from each beneficial owner of Outstanding Notes ("Beneficial Owners") a duly completed and executed form of "Instruction to Registered Holder from Beneficial Owner" accompanying this Letter of Transmittal, instructing the undersigned to take the action described in this Letter of Transmittal.

        This Letter of Transmittal is to be used only by a holder of Outstanding Notes (i) if certificates representing Outstanding Notes are to be forwarded herewith or (ii) if delivery of Outstanding Notes is to be made by book-entry transfer to the Exchange Agent's account at The Depository Trust Company (the "Depositary"), pursuant to the procedures set forth in the section of the Prospectus entitled "The exchange offer—Procedures for tendering outstanding notes." If delivery of the Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depositary, tenders of the Outstanding Notes must be effected in accordance with the procedures mandated by the Depositary's Automated Tender Offer Program and the procedures set forth in the Prospectus under the caption "The exchange offer—Book-entry transfer."

        The undersigned hereby represents and warrants that the information set forth in the box below entitled "Beneficial Owner(s)" is true and correct.

        Any Beneficial Owner whose Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder of Outstanding Notes promptly and instruct such registered holder of Outstanding Notes to tender on behalf of the Beneficial Owner. If such Beneficial Owner wishes to tender on its own behalf, such Beneficial Owner must, prior to completing and executing this Letter of Transmittal and delivering its Outstanding Notes, either make appropriate arrangements to register ownership of the Outstanding Notes in such Beneficial Owner's name or obtain a properly completed bond power from the registered holder of Outstanding Notes. The transfer of record ownership may take considerable time.

        In order to properly complete this Letter of Transmittal, a holder of Outstanding Notes must (i) complete the box entitled "Description of Outstanding Notes," (ii) if appropriate, check and complete the boxes relating to Book-Entry Transfer, Guaranteed Delivery, Special Issuance Instructions, Special Delivery Instructions and Beneficial Owner(s), (iii) sign this Letter of Transmittal by completing the box entitled "Sign Here" and (iv) unless an exemption applies, complete the Substitute Form W-9. Each holder of Outstanding Notes should carefully read the detailed instructions below prior to completing this Letter of Transmittal.

        Holders of Outstanding Notes who desire to tender their Outstanding Notes for exchange and (i) whose Outstanding Notes are not immediately available, (ii) who cannot deliver their Outstanding Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date or (iii) who are unable to complete the procedure for book-entry transfer on a timely basis, must tender the Outstanding Notes pursuant to the guaranteed delivery procedures set forth in the section of the Prospectus entitled "The exchange offer—Guaranteed delivery procedures." See Instruction 2 of the Instructions beginning on page 10 hereof.

        Holders of Outstanding Notes who wish to tender their Outstanding Notes for exchange must, at a minimum, complete, for each applicable row, columns (1), (2) if applicable (see footnote 1 to the box below) and (3) and sign the box on page 9 under the words Sign Here." If only those columns are completed, such holder of Outstanding Notes will have tendered for exchange all Outstanding Notes listed in column (3) below. If the holder of Outstanding Notes wishes to tender for exchange less than all of such Outstanding Notes, for each applicable row, column (4) must be completed in full. In such case, such holder of Outstanding Notes should refer to Instruction 5 on page 11.

2

DESCRIPTION OF OUTSTANDING NOTES
(1)	(2)	(3)	(4)
Name(s) and Address(es) of Registered Holder(s) of Outstanding Note(s), Exactly as Name(s) Appear(s) on Certificate(s) for Outstanding Note or as the Name of the Participant Appears on the Book-Entry Transfer Facility's Security Position Listing (Please fill in, if blank)	Outstanding Note Number(s) (attach signed list if necessary1	Aggregate Principal Amount	Principal Amount Tendered for Exchange (only if different amount from Column (3)) (Must be in integral multiples of $1,000)2

o

CHECK HERE IF OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE IF OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITARY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER DEFINED) ONLY):

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Registered Holder of Outstanding Note(s):

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if available):

Name of Institution which Guaranteed Delivery:

Account Number (if delivered by book-entry transfer):

¹

Column (2) need not be completed by holders of Outstanding Notes tendering Outstanding Notes for exchange by book-entry transfer. Please check the appropriate box on the next page and provide the requested information.

²

Column (4) need not be completed by holders of Outstanding Notes who wish to tender for exchange the principal amount of Outstanding Notes listed in column (3). Completion of column (4) will indicate that the holder of Outstanding Notes wishes to tender for exchange only the principal amount of Outstanding Notes indicated in column (4).

3

ATTENTION BROKER-DEALERS: IMPORTANT NOTICE
CONCERNING YOUR ABILITY TO RESELL THE EXCHANGE NOTES

The Securities and Exchange Commission (the "SEC") considers broker-dealers that acquired Outstanding Notes directly from the Company, but not as a result of market-making activities or other trading activities, to be making a distribution of the Exchange Notes if they participate in the Exchange Offer. Consequently, these broker-dealers cannot use the Prospectus for the Exchange Offer in connection with resales of the Exchange Notes and, absent an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with resales of the Exchange Notes. Such broker-dealers cannot rely on the position of the SEC's staff set forth in the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or similar no-action letters.

A broker-dealer that has bought Outstanding Notes for market-making or other trading activities must deliver a Prospectus in order to resell any Exchange Notes it receives for its own account in the Exchange Offer. The SEC has taken the position that these broker-dealers may fulfill their prospectus delivery requirements with respect to the Exchange Notes by delivering the Prospectus for the Exchange Offer. Such Prospectus may be used by a broker-dealer to resell any of its Exchange Notes.

IF THE COMPANY OR THE EXCHANGE AGENT DOES NOT RECEIVE ANY LETTERS OF TRANSMITTAL FROM BROKER-DEALERS REQUESTING ADDITIONAL COPIES OF THE PROSPECTUS FOR USE IN CONNECTION WITH RESALES OF THE NEW NOTES, THE COMPANY INTENDS TO TERMINATE THE EFFECTIVENESS OF THE REGISTRATION STATEMENT AS SOON AS PRACTICABLE AFTER THE CONSUMMATION OR TERMINATION OF THE EXCHANGE OFFER. IF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT IS TERMINATED, YOU WILL NOT BE ABLE TO USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE NOTES AFTER SUCH TIME. SEE SECTION ENTITLED "THE EXCHANGE OFFER—TRANSFERABILITY OF THE EXCHANGE NOTES" CONTAINED IN THE PROSPECTUS FOR MORE INFORMATION.

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF EXCHANGE NOTES:

Name:

Address:

Telephone No.:

Number of Additional Copies Desired:

        If you requested additional copies of the prospectus, YOU MUST MAIL OR SEND A PHOTOCOPY OF THIS PAGE to:

By Registered and Certified Mail	By Overnight Courier or Regular Mail	By Hand Delivery
The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration
	Or by Facsimile Transmission: (212) 815-5707

4

SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)

        To be completed ONLY (i) if the Exchange Notes issued in exchange for Outstanding Notes (or if certificates for Outstanding Notes not tendered in exchange for Exchange Notes) are to be issued in the name of someone other than the undersigned or (ii) if Outstanding Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at the Depositary.

Issue to:

Name:
	(Please Print)

Address:
	(Include Zip Code)
	(Tax Identification or Social Security Number)

        Credit Outstanding Notes not exchanged and delivered by book-entry transfer to the Depositary account set forth below:

(Account Number)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)

        To be completed ONLY if the Exchange Notes issued in exchange for Outstanding Notes (or if certificates for Outstanding Notes not tendered in exchange for Exchange Notes) are to be mailed or delivered (i) to someone other than the undersigned, or (ii) to the undersigned at an address other than the address shown below the undersigned's signature.

Mail or deliver to:

Name:
	(Please Print)

Address:
	(Include Zip Code)
(Tax Identification or Social Security Number)

5

BENEFICIAL OWNER(S)
STATE OF PRINCIPAL RESIDENCE OF EACH BENEFICIAL OWNER OF OUTSTANDING NOTES	PRINCIPAL AMOUNT OF OUTSTANDING NOTES HELD FOR ACCOUNT OF BENEFICIAL OWNER(S).

        If delivery of Outstanding Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at the Depositary, then tenders of Outstanding Notes must be effected in accordance with the procedures mandated by the Depositary's Automated Tender Offer Program and the procedures set forth in the Prospectus under the caption "The exchange offer—Book-entry transfer."

6

SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Pursuant to the offer by NBTY, Inc. (the "Company") and the guarantors (the "Guarantors") set forth in the Prospectus (as hereinafter defined), upon the terms and subject to the conditions set forth in the Prospectus dated            , 2006 (the "Prospectus") and this Letter of Transmittal (this "Letter of Transmittal"), which, together with the Prospectus, constitutes the Company's and the Guarantors' (the Company and the Guarantors together are referred to herein as "we", "us", "their" and "our") offer (the "Exchange Offer") to exchange up to $200,000,000 aggregate principal amount of our 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $200,000,000 aggregate principal amount of our outstanding 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Outstanding Notes"), the undersigned hereby tenders to the Company for exchange the Outstanding Notes indicated above.

        By executing this Letter of Transmittal and subject to and effective upon acceptance for exchange of the Outstanding Notes tendered for exchange herewith, the undersigned (i) acknowledges and agrees that the Company and the Guarantors shall have fully performed all of their obligations under that certain Registration Rights Agreement dated as of September 23, 2005, among the Company, the Guarantors and the Initial Purchasers (as defined in the Prospectus), (ii) will have irrevocably sold, assigned and transferred to the Company all right, title and interest in, to and under all of the Outstanding Notes tendered for exchange hereby and (iii) hereby appoints The Bank of New York (the "Exchange Agent") as the true and lawful agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as agent of the Company and the Guarantors) of such holder of Outstanding Notes with respect to such Outstanding Notes, with full power of substitution, to (x) deliver certificates representing such Outstanding Notes, or transfer ownership of such Outstanding Notes on the account books maintained by The Depository Trust Company (the "Depositary") (together, in any such case, with all accompanying evidences of transfer and authenticity), to the Company, (y) present and deliver such Outstanding Notes for transfer on the books of the Company, and (z) receive all benefits and otherwise exercise all rights and incidents of ownership with respect to such Outstanding Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that (i) the undersigned has full power and authority to tender, exchange, assign and transfer the Outstanding Notes, and (ii) when such Outstanding Notes are accepted for exchange by the Company, the Company will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon receipt, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Notes tendered for exchange hereby.

        The undersigned hereby further represents to the Company that (i) the Exchange Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the Exchange Notes, whether or not such person is the undersigned, (ii) neither the undersigned nor any person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer (if not a broker-dealer referred to in the last sentence of this paragraph) is engaging or intends to engage in the distribution of the Exchange Notes and none of them have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iii) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes (x) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and (y) cannot rely on the position of the staff of the Securities and Exchange Commission (the "Commission") set forth in the Brown & Wood LLP no-action letter (available February 7, 1997), the Shearman & Sterling no-action letter (available July 2, 1993), the K-III Communications Corporation no-action letter

7

(available May 14, 1993), the Morgan Stanley & Co., Incorporated no-action letter (available June 5, 1991) or the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or similar letters, (iv) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer understand that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Commission and (v) neither the undersigned nor any person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer is an "affiliate" of the Company or any Guarantor, as defined under Rule 405 under the Securities Act. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned acknowledges that, (i) for purposes of the Exchange Offer, the Company and the Guarantors will be deemed to have accepted for exchange, and to have exchanged, validly tendered Outstanding Notes, if, as and when the Company gives oral or written notice thereof to the Exchange Agent. Tenders of Outstanding Notes for exchange may be withdrawn at any time prior to the Expiration Date, and (ii) any Outstanding Notes tendered by the undersigned and not accepted for exchange will be returned to the undersigned at the address set forth above unless otherwise indicated in the box above entitled "Special Delivery Instructions."

        The undersigned acknowledges that the Company's acceptance of Outstanding Notes validly tendered for exchange pursuant to any one of the procedures described in the section of the Prospectus entitled "The exchange offer" and in the instructions hereto will constitute a binding agreement among the undersigned, the Company and the Guarantors upon the terms and subject to the conditions of the Exchange Offer set forth in the section of the Prospectus entitled "The exchange offer—Conditions to the exchange offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company) as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address set forth above unless otherwise indicated in the box above entitled "Special Delivery Instructions."

        Unless otherwise indicated in the box entitled "Special Issuance Instructions," please return any Outstanding Notes not tendered for exchange in the name(s) of the undersigned. Similarly, unless otherwise indicated in the box entitled "Special Delivery Instructions," please mail any certificates for Outstanding Notes not tendered or exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that either "Special Issuance Instructions" or "Special Delivery Instructions" are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Outstanding Notes accepted for exchange in the name(s) of, and return any Outstanding Notes not tendered for exchange or not exchanged to, the person(s) so indicated. The undersigned recognizes that the Company and the Guarantors have no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Outstanding Notes from the name of the holder of Outstanding Notes thereof if the Company does not accept for exchange any of the Outstanding Notes so tendered for exchange or if such transfer would not be in compliance with any transfer restrictions applicable to such Outstanding Notes.

        In order to validly tender Outstanding Notes for exchange, holders of Outstanding Notes must complete, execute and deliver this Letter of Transmittal.

        Except as stated in the Prospectus, all authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as otherwise stated in the Prospectus, this tender for exchange of Outstanding Notes is irrevocable.

8

SIGN HERE

X		Date:
	Signature of Owner

MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OUTSTANDING NOTES EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) REPRESENTING THE OUTSTANDING NOTES OR ON A SECURITY POSITION LISTING OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED OUTSTANDING NOTE HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION. (SEE INSTRUCTION 6).

Name(s)

Capacity (Full Title)

Address (including zip code)

Area Code and Telephone Number

Tax Identification or Social Security Number

GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)

X	Date:
Authorized Signature
Name and Title

9

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer

1.    GUARANTEE OF SIGNATURES.

        Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by an institution that is an "Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, and is a member of one of the following recognized Signature Guarantee Programs (each, an "Eligible Institution"):

(a)

The Securities Transfer Agents Medallion Program (STAMP)



(b)

The New York Stock Exchange Medallion Signature Program (MSP)



(c)

The Stock Exchange Medallion Program (SEMP)

Signatures on this Letter of Transmittal need not be guaranteed (i) if this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered herewith and such registered holder(s) have not completed the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (ii) if such Outstanding Notes are tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

2.    DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES; GUARANTEED DELIVERY PROCEDURES.

        This Letter of Transmittal is to be completed by holders of Outstanding Notes (i) if certificates are to be forwarded herewith or (ii) if tenders are to be made pursuant to the procedures for tender by book-entry transfer or guaranteed delivery set forth in the section of the Prospectus entitled "The exchange offer—Guaranteed delivery procedures." Certificates for all physically tendered Outstanding Notes or any confirmation of a book-entry transfer (a "Book-Entry Confirmation"), as well as a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth on the cover of this Letter of Transmittal prior to the Expiration Date. Holders of Outstanding Notes who elect to tender Outstanding Notes and (i) whose Outstanding Notes are not immediately available, (ii) who cannot deliver the Letter of Transmittal, Outstanding Notes or other required documents to the Exchange Agent prior to the Expiration Date or (iii) who are unable to complete the procedure for book-entry transfer on a timely basis, may have such tender effected if (a) such tender is made by or through an Eligible Institution, (b) prior to the Expiration Date, the Exchange Agent has received a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company herewith, or an agent's message with respect to guaranteed delivery that is accepted by the Company, and (c) the certificates for the tendered Outstanding Notes, in proper form for transfer (or a Book-Entry Confirmation of the transfer of such Outstanding Notes into the Exchange Agent account at the Depositary), together with this Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by this Letter of Transmittal or a properly transmitted agent's message, are received by the Exchange Agent within three New York Stock Exchange, Inc. trading days after the date of execution of the Notice of Guaranteed Delivery.

THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER OF OUTSTANDING NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL,

10

REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. NEITHER THIS LETTER OF TRANSMITTAL NOR ANY OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY.

        No alternative, conditional or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal (or facsimile hereof, if applicable), waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

3.    INADEQUATE SPACE.

        If the space provided in the box entitled "Description of Outstanding Notes" above is inadequate, the title of the securities, the certificate numbers and principal amounts of the Outstanding Notes being tendered should be listed on a separate signed schedule affixed hereto.

4.    WITHDRAWALS.

        Except as otherwise provided in the Prospectus, a tender of Outstanding Notes may be withdrawn at any time prior to 5:00 p.m. New York City time on the Expiration Date. For a withdrawal of tendered Outstanding Notes to be effective, a written or facsimile transmission notice must be received by the Exchange Agent on or prior to the expiration of the Exchange Offer at the address set forth on the cover of this Letter of Transmittal. For Depositary participants, a written notice of withdrawal may be made by electronic transmission through an Automated Tender Offer Program electronic transmission notice of withdrawal. To be effective, a notice of withdrawal of Outstanding Notes must (i) specify the name of the person who tendered the Outstanding Notes to be withdrawn (the "Depositor"), (ii) identify the Outstanding Notes to be withdrawn (including the certificate number or numbers and aggregate principal amount of such Outstanding Notes), (iii) be signed by the holder of Outstanding Notes in the same manner as the original signature on the Letter of Transmittal by which such Outstanding Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee under the Indenture register the transfer of such Outstanding Notes into the name of the person withdrawing the tender, (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor, and (v) be received by the Exchange Agent prior to the Expiration Date. Withdrawals of tenders of Outstanding Notes may not be rescinded, and any Outstanding Notes withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer, and no Exchange Notes will be issued with respect thereto unless the Outstanding Notes so withdrawn are validly retendered. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described in the section of the Prospectus entitled "The exchange offer—Procedures for tendering outstanding notes" at any time prior to the Expiration Date.

5.    PARTIAL TENDERS.

        (Not applicable to holders of Outstanding Notes who tender Outstanding Notes by book-entry transfer). Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000 principal amount. If a tender for exchange is to be made with respect to less than the entire principal amount of any Outstanding Notes, fill in the principal amount of Outstanding Notes which are tendered for exchange in column (3) of the box entitled "Description of Outstanding Notes" on page 3, as more fully described in the footnotes thereto. In case of a partial tender for exchange, new certificate(s), in fully registered form, for the remainder of the principal amount of the Outstanding Notes, will be sent to the holders of Outstanding Notes unless otherwise indicated in the appropriate box on this Letter of Transmittal as promptly as practicable after the expiration or termination of the Exchange Offer.

11

6.    SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS.

        (a)   The signature(s) of the holder of Outstanding Notes on this Letter of Transmittal must correspond with the name(s) as written on the face of the Outstanding Notes without alteration, enlargement or any change whatsoever.

        (b)   If tendered Outstanding Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        (c)   If any tendered Outstanding Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal and any necessary or required documents as there are different registrations.

        (d)   When this Letter of Transmittal is signed by the holder of the Outstanding Notes listed and transmitted hereby, no endorsements of Outstanding Notes or separate bond powers are required. If, however, Outstanding Notes not tendered or not accepted are to be issued or returned in the name of a person other than the holder of Outstanding Notes, then the Outstanding Notes transmitted hereby must be endorsed or accompanied by appropriate bond powers in a form satisfactory to the Company, in either case signed exactly as the name(s) of the holder of Outstanding Notes appear(s) on the Outstanding Notes. Signatures on such Outstanding Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

        (e)   If this Letter of Transmittal or Outstanding Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Company of their authority so to act must be submitted.

        (f)    If this Letter of Transmittal is signed by a person other than the registered holder of Outstanding Notes listed, the Outstanding Notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name(s) of the registered holder of Outstanding Notes appear(s) on the certificates. Signatures on such Outstanding Notes or bond powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution).

7.    TRANSFER TAXES.

        The Company will pay all transfer taxes, if any, required to be paid by the Company in connection with the exchange of the Outstanding Notes for the Exchange Notes. If, however, Exchange Notes, or Outstanding Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the Outstanding Notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

8.    SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

        If the Exchange Notes, or if any Outstanding Notes not tendered for exchange, are to be issued or sent to someone other than the holder of Outstanding Notes or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Holders of Outstanding Notes tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not accepted be credited to such account maintained at the Depositary as such holder of Outstanding Notes may designate.

12

9.    IRREGULARITIES.

        All questions as to the form of documents and the validity, eligibility (including time of receipt), acceptance and withdrawal of Outstanding Notes will be determined by the Company, in its sole discretion, whose determination shall be final and binding. The Company reserves the absolute right to reject any or all tenders for exchange of any particular Outstanding Notes that are not in proper form, or the acceptance of which would, in the opinion of the Company (or its counsel), be unlawful. The Company reserves the absolute right to waive any defect, irregularity or condition of tender for exchange with regard to any particular Outstanding Notes. The Company's interpretation of the terms of, and conditions to, the Exchange Offer (including the instructions herein) will be final and binding. Unless waived, any defects or irregularities in connection with the Exchange Offer must be cured within such time as the Company shall determine. Neither the Company, the Guarantors, the Exchange Agent nor any other person shall be under any duty to give notice of any defects or irregularities in Outstanding Notes tendered for exchange, nor shall any of them incur any liability for failure to give such notice. A tender of Outstanding Notes will not be deemed to have been made until all defects and irregularities with respect to such tender have been cured or waived. Any Outstanding Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

10.    WAIVER OF CONDITIONS.

        The Company reserves the absolute right to waive, amend or modify any of the specified conditions described under "The exchange offer—Expiration Date; Extensions; Amendment" in the Prospectus in the case of any Outstanding Notes tendered (except as otherwise provided in the Prospectus).

11.    MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.

        If a holder of Outstanding Notes desires to tender Outstanding Notes pursuant to the Exchange Offer, but any of such Outstanding Notes has been mutilated, lost, stolen or destroyed, such holder of Outstanding Notes should contact the Trustee at the address set forth on the cover of this Letter of Transmittal for further instructions.

12.    REQUESTS FOR INFORMATION OR ADDITIONAL COPIES.

        Requests for information about the procedure for tendering or for withdrawing tenders, or for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address or telephone number set forth on the cover of this Letter of Transmittal.

IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF APPLICABLE) TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

13

IMPORTANT TAX INFORMATION

        Each holder of Outstanding Notes must, unless an exemption applies, provide the Exchange Agent with such holder's correct taxpayer identification number on the Substitute Form W-9 below, with the required certifications being made under penalties of perjury. If the Exchange Agent is not provided with the correct taxpayer identification number, the holder may be subject to a $50 penalty imposed by the Internal Revenue Service in addition to being subject to backup withholding.

        If backup withholding applies, the Company is required to withhold 28% of any payment made to the holder of Outstanding Notes or other payee pursuant to the exchange. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service.

        Certain holders of Outstanding Notes (including, among others, most corporations and certain foreign individuals) are not subject to these backup withholding requirements with respect to interest payments. A foreign individual may qualify as an exempt recipient by submitting to the Exchange Agent a properly completed internal Revenue Service Form W-SBEN, Form W-8ECI or Form W-81MY, as applicable (the terms of which the Exchange Agent will provide upon request), signed under penalty of perjury, attesting to the holder's exempt status. For payees exempt from backup withholding, see the enclosed Guidelines for Certification of Taxpayer Identification Number ("TIN") on Substitute Form W-9 (the "Guidelines") below.

        The holder of Outstanding Notes is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for additional guidance regarding which number to report.

        A holder of Outstanding Notes should consult his or her tax advisor as to his or her qualification for exemption from the backup withholding requirements and the procedure for obtaining an exemption.

14

PAYER'S NAME: THE BANK OF NEW YORK
SUBSTITUTE FORM W-9	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number   OR        Employer Identification Number

Department of the Treasury Internal Revenue Service	Part 2—Certification—Under penalties of perjury, I certify that:		Part 3— Awaiting TIN    o
Payor's Request for Taxpayer Identification Number (TIN)	(1)	the number shown on this form is my current taxpayer identification number (or I am waiting for a number to be issued to me),
	(2)	I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
	(3)	I am a U.S. person
	Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item  (2).

Signature Date

Name

Address

City State Zip Code

NOTE:

FAILURE BY A PROSPECTIVE HOLDER OF NEW DEBENTURES TO BE ISSUED PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30% OF ALL PAYMENTS MADE TO YOU IN RESPECT OF THE NEW DEBENTURES DELIVERABLE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

15

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

            I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver such an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, up to 30% of all reportable payments made to me thereafter will be withheld until I provide such a number.

Signature: Date:

FOR ANY QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR ANY ADDITIONAL INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT BY TELEPHONE AT 800-934-6802 OR BY FACSIMILE AT 212-815-5707.

16

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. The taxpayer identification number for an individual is the individual's Social Security number. Social Security numbers have nine digits separated by two hyphens: e.g., 000-00-0000. The taxpayer identification number for an entity is the entity's Employer Identification number. Employer Identification numbers have nine digits separated by one hyphen: e.g., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the NAME and SOCIAL SECURITY number of—	For this type of account:		Give the NAME and EMPLOYER IDENTIFICATION number of—
1.	Individual	The individual	6.	A valid trust, estate, or pension trust	The legal entity(4)
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)	7.	Corporate	The corporation
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)	8.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)	9.	Partnership	The partnership
	b. So-called trust account that is not a legal or valid trust under state law.	The actual owner(1)	10.	A broker or registered nominee	The broker or nominee
5.	Sole proprietorship	The owner(3)	11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your SSN or TIN (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note:If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

17

The Exchange Agent is:

THE BANK OF NEW YORK

By Registered and Certified Mail	By Overnight Courier or Regular Mail	By Hand Delivery
The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration
	Or by Facsimile Transmission: (212) 815-5707
For Information or Confirmation Call: (800) 934-6802

18

QuickLinks

ATTENTION BROKER-DEALERS: IMPORTANT NOTICE CONCERNING YOUR ABILITY TO RESELL THE EXCHANGE NOTES
SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 1, 6, 7 AND 8)
SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
INSTRUCTIONS Forming Part of the Terms and Conditions of the Exchange Offer
IMPORTANT TAX INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY
with respect to
7¹/8% SENIOR SUBORDINATED NOTES DUE 2015
CUSIP Nos. 628782 AD 6 and U62559 AA 4
of
NBTY, INC.

        This form must be used by any holder of unregistered 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Outstanding Notes") of NBTY, Inc. (the "Company") and the guarantors (the "Guarantors") set forth in the Prospectus (as hereinafter defined), who wishes to tender Outstanding Notes to the Exchange Agent in exchange for 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees, that have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), pursuant to the guaranteed delivery procedures described in "The exchange offer—Guaranteed delivery procedures" of the Prospectus, dated            , 2006 (the "Prospectus"), and in Instruction 2 to the related Letter of Transmittal. Any holder who wishes to tender Outstanding Notes pursuant to such guaranteed delivery procedures must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery prior to the Expiration Date (as defined below) of the Exchange Offer. Capitalized terms not defined herein have the meanings ascribed to them in the Prospectus or the Letter of Transmittal.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2006 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

The Exchange Agent is:
THE BANK OF NEW YORK

By Registered and Certified Mail The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	By Overnight Courier or Regular Mail The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	By Hand Delivery The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration
	Or by Facsimile Transmission: (212) 815-5707
For Information Call: (800) 934-6802

Delivery of this Notice of Guaranteed Delivery to an address other than the one set forth above or transmission of instructions to a facsimile number other than the one listed above will not constitute a valid delivery. The instructions set forth in this Notice of Guaranteed Delivery and in the Letter of Transmittal should be read carefully before this Notice of Guaranteed Delivery and the Letter of Transmittal are completed.

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

        The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in the Prospectus and the related Letter of Transmittal, receipt of which is hereby acknowledged, the principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus and in Instruction 2 of the Letter of Transmittal.

        The undersigned understands that tenders of Outstanding Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Outstanding Notes pursuant to the Exchange Offer may not be withdrawn after the Expiration Date. Tenders of Outstanding Notes may be withdrawn at any time prior to the Expiration Date or if the Exchange Offer is terminated or as otherwise provided in the Prospectus.

        All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

        The undersigned hereby tenders the Outstanding Notes listed below:

Certificate Number(s) (If
Known) of Outstanding
Notes or if Outstanding
Notes will be Delivered by
Book-Entry Transfer at the
Depository Trust Company,
Insert Account No.
Aggregate Principal
Amount Represented
Aggregate Principal
Amount Tendered

PLEASE SIGN AND COMPLETE

Signature of Registered Holder(s) or Authorized Signatory:	Date:
Name of Registered Holder(s):	Address:
	Area Code and Telephone No.:

2

This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as the name(s) appear(s) on certificate(s) for Outstanding Notes or on a security position listing as the owner of Outstanding Notes, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Please print name(s) and address(es)

Name(s):

Capacity (Full Title):

Address(es):

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE (Not to be used for signature guarantee)
The undersigned, a firm which is a member of a recognized signature guarantee medallion program and is an "Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees deposit with the Exchange Agent of the Letter of Transmittal (or facsimile thereof), together with the Outstanding Notes tendered hereby in proper form for transfer (or confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent's account at the Depository Trust Company pursuant to the procedures described in the Prospectus under the caption "The exchange offer—Guaranteed delivery procedures" and in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the third New York Stock Exchange trading day following the date of execution of this Notice of Guaranteed Delivery.
Name of Firm:	Authorized Signature

Address:	Name:
	Title:

Area Code and Telephone No.:	Date:
DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. ACTUAL SURRENDER OF OUTSTANDING NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

3

INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

1.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY.    A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and sole risk of the holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. As an alternative to delivery by mail, the holders may wish to consider using an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedures, see Instruction 2 of the Letter of Transmittal.

2.

SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signature must correspond with the name(s) written on the face of the Outstanding Notes without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed or a participant of the Book-Entry Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Notes or signed as the name of the participant shown on the Book-Entry Transfer Facility's security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit with the Notice of Guaranteed Delivery evidence satisfactory to the Company and the Guarantor of such person's authority to so act.

3.

REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.

4

EX-99.3

Exhibit 99.3

NBTY, INC.

LETTER TO REGISTERED HOLDERS
FOR
OFFER FOR ALL OUTSTANDING
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015
IN EXCHANGE FOR
REGISTERED
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2006 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To Registered Holders:

        We are enclosing herewith the materials listed below relating to the offer (the "Exchange Offer") by NBTY, Inc. (the "Company") and the guarantors (the "Guarantors") set forth in the Prospectus (as hereinafter defined) to exchange up to $200,000,000 aggregate principal amount of their 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $200,000,000 aggregate principal amount of their outstanding 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Prospectus dated            , 2006 (the "Prospectus") and the related Letter of Transmittal.

        Enclosed herewith are copies of the following documents:

1.

Prospectus dated            , 2006;



2.

Letter of Transmittal;



3.

Notice of Guaranteed Delivery;



4.

Instruction to Registered Holder from Beneficial Owner;



5.

Letter to Clients, which may be sent to your clients for whose account you hold Outstanding Notes in your name or in the name of your nominee, to accompany the Instruction to Registered Holder from Beneficial Owner form referred to above, for obtaining such client's instruction with regard to the Exchange Offer; and



6.

Letter to Depository Trust Company Participants for Offer for All Outstanding Notes for the Exchange Notes.

        We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on            , 2006, unless extended by the Company.

        The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

        Pursuant to the Letter of Transmittal, each holder of Outstanding Notes (a "Holder") will represent to the Company and the Guarantors that (i) the Exchange Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the Exchange Notes, whether or not such person is the Holder, (ii) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer (if not a broker-dealer referred to in the last sentence of this paragraph) is engaging or intends to engage in the distribution of the Exchange Notes and none of them have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iii) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes (x) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and (y) cannot rely on the position of the staff of the Securities and Exchange Commission (the "Commission") set forth in the Brown & Wood LLP no-action letter (available February 7, 1997), the Shearman & Sterling no-action letter (available July 2, 1993), the K-III Communications Corporation no-action letter (available May 14, 1993), the Morgan Stanley & Co., Incorporated no-action letter (available June 5, 1991) or the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or similar letters, (iv) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer understand that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Commission and (v) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer is an "affiliate" of the Company, as defined under Rule 405 under the Securities Act. If the Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the Holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The enclosed Instruction to Registered Holder from Beneficial Owner contains an authorization by the beneficial owner of Outstanding Notes held by you to make the foregoing representations and warranties on behalf of such beneficial owner.

        The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent for the Exchange Offer) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes pursuant to the Exchange Offer, except as otherwise provided in Instruction 7 of the enclosed Letter of Transmittal.

2

        Any inquiries you may have relating to the Exchange Offer and additional copies of the enclosed materials may be obtained from the Exchange Agent at:

By Registered and Certified Mail The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	By Overnight Courier or Regular Mail The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	By Hand Delivery The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration
Or by Facsimile Transmission: (212) 815-5707
Or by Telephone: (800) 934-6802

Very truly yours,

NBTY, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN.

3

EX-99.4

Exhibit 99.4

NBTY, INC.

LETTER TO
DEPOSITORY TRUST COMPANY PARTICIPANTS
FOR
OFFER FOR ALL OUTSTANDING
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015
IN EXCHANGE FOR
REGISTERED
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2006 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

To Depository Trust Company Participants:

        We are enclosing herewith the materials listed below relating to the offer (the "Exchange Offer") by NBTY, Inc. (the "Company") and the guarantors (the "Guarantors") set forth in the Prospectus (as hereinafter defined) to exchange up to $200,000,000 aggregate principal amount of their 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $200,000,000 aggregate principal amount of their outstanding 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Prospectus dated            , 2006 (the "Prospectus") and the related Letter of Transmittal.

        We are enclosing copies of the following documents:

1.

Prospectus dated            , 2006;



2.

Letter of Transmittal;



3.

Notice of Guaranteed Delivery;



4.

Letter to Clients (of the Registered Holder); and



5.

Instruction to Registered Holder from Beneficial Owner ("Instruction Letter").

        We urge you to contact your clients promptly. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on            , 2006, unless extended by the Company.

        The Exchange Offer is not conditioned upon any minimum number of Outstanding Notes being tendered.

        Pursuant to the Letter of Transmittal, each holder of Outstanding Notes (a "Holder") will represent to the Company that (i) the Exchange Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the Exchange Notes, whether or not such person is the Holder, (ii) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer (if not a broker-dealer referred to in the last sentence of this paragraph) is engaging or intends to engage in the distribution of the Exchange Notes and none of them have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iii) the Holder and each person

receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes (x) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and (y) cannot rely on the position of the staff of the Securities and Exchange Commission (the "Commission") set forth in the Brown & Wood LLP no-action letter (available February 7, 1997), the Shearman & Sterling no-action letter (available July 2, 1993), the K-III Communications Corporation no-action letter (available May 14, 1993), the Morgan Stanley & Co., Incorporated no-action letter (available June 5, 1991) or the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or similar letters, (iv) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer understand that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Commission and (v) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer is an "affiliate" of the Company, as defined under Rule 405 under the Securities Act. If the Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the Holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The enclosed Instruction Letter contains an authorization by the beneficial owners of the Original Notes for you to make the foregoing representations and warranties.

        The Company will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent) in connection with the solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes pursuant to the Exchange Offer, except as otherwise provided in Instruction 7 of the enclosed Letter of Transmittal.

        Any inquiries you may have relating to the Exchange Offer and additional copies of the enclosed materials may be obtained from the Exchange Agent at:

By Registered and Certified Mail The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	By Overnight Courier or Regular Mail The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration	By Hand Delivery The Bank of New York 101 Barclay Street, Floor 8W New York, New York 10286 Attention: Corporate Trust Administration
By Facsimile Transmission: (212) 815-5707
By Telephone: (800) 934-6802

Very truly yours,

NBTY, INC.

2

EX-99.5

Exhibit 99.5

NBTY, INC.

LETTER TO CLIENTS
OFFER FOR ALL OUTSTANDING
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015
IN EXCHANGE FOR
REGISTERED
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015

To Our Clients:

        We are enclosing herewith (i) a Prospectus dated            , 2006 of NBTY, Inc. (the "Company") and the guarantors set forth therein (the "Guarantors"), (ii) a related Letter of Transmittal (which together with the Prospectus constitute the "Exchange Offer") relating to the offer by the Company and the Guarantors to exchange up to $200,000,000 aggregate principal amount of our 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $200,000,000 aggregate principal amount of our outstanding 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Exchange Offer and (iii) an Instruction to Registered Holder from Beneficial Owner (the "Instruction Letter").

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            , 2006 (THE "EXPIRATION DATE") UNLESS THE EXCHANGE OFFER IS EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST TIME AND DATE TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.

        We are the holder of record of Outstanding Notes for your account. A tender of such Outstanding Notes can be made only by us as the record holder pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Outstanding Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Outstanding Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may make on your behalf the representations and warranties contained in the Letter of Transmittal. In this regard, please complete the enclosed Instruction Letter and return it to us as soon as practicable.

        Pursuant to the Letter of Transmittal, each holder of Outstanding Notes (a "Holder") will represent to the Company and the Guarantors that (i) the Exchange Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the Exchange Notes, whether or not such person is the Holder, (ii) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer (if not a broker-dealer referred to in the last sentence of this paragraph) is engaging or intends to engage in the distribution of the Exchange Notes and none of them have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iii) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes (x) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange

Notes acquired by such person and (y) cannot rely on the position of the staff of the Securities and Exchange Commission (the "Commission") set forth in the Brown & Wood LLP no-action letter (available February 7, 1997), the Shearman & Sterling no-action letter (available July 2, 1993), the K-III Communications Corporation no-action letter (available May 14, 1993), the Morgan Stanley & Co., Incorporated no-action letter (available June 5, 1991) or the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or similar letters, (iv) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer understand that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K of the Commission and (v) neither the Holder nor any person receiving any New Notes directly or indirectly from the Holder pursuant to the Exchange Offer is an "affiliate" of the Company or any Guarantor, as defined under Rule 405 under the Securities Act. If the Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the Holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

2

EX-99.6

Exhibit 99.6

NBTY, INC.

INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
FOR
OFFER FOR ALL OUTSTANDING
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015
IN EXCHANGE FOR
REGISTERED
$200,000,000 7¹/8% SENIOR SUBORDINATED NOTES DUE 2015

To Registered Holder:

        The undersigned hereby acknowledges receipt of the Prospectus dated            , 2006 (the "Prospectus") of NBTY, Inc. (the "Company") and the guarantors set forth in the Prospectus (the "Guarantors") and accompanying Letter of Transmittal (the "Letter of Transmittal") that together constitute the Company's and the Guarantors' offer (the "Exchange Offer") to exchange up to $200,000,000 aggregate principal amount of their 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Exchange Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for up to $200,000,000 aggregate principal amount of their outstanding 7¹/8% Senior Subordinated Notes due 2015 and the related guarantees (the "Outstanding Notes"), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. Capitalized terms used but not defined have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

        The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

        $                         of Outstanding Notes

        With respect to the Exchange Offer, the undersigned hereby instructs you (check one of the following boxes):

o

To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered (if any)):

        $                         of Outstanding Notes*

or

o

NOT to TENDER any Outstanding Notes held by you for the account of the undersigned.

        *      Exchange Notes and the untendered portion of Outstanding Notes must be in minimum denominations of integral multiples of $1,000.

        If the undersigned instructs you to tender Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized to make on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the Exchange Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the Exchange Notes, whether or not such person is the undersigned, (ii) neither the undersigned nor any person receiving any Exchange Notes directly or indirectly from the undersigned

pursuant to the Exchange Offer (if not a broker-dealer referred to in the last sentence of this paragraph) is engaging or intends to engage in the distribution of the Exchange Notes and none of them have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iii) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer acknowledge and agree that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes (x) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person and (y) cannot rely on the position of the staff of the Securities and Exchange Commission (the "Commission") set forth in the Brown & Wood LLP no-action letter (available February 7, 1997), the Shearman & Sterling no-action letter (available July 2, 1993), the K-III Communications Corporation no-action letter (available May 14, 1993), the Morgan Stanley & Co. Incorporated no-action letter (available June 5, 1991) or the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) or similar letters, (iv) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer understand that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable of Regulation S-K of the Commission and (v) neither the undersigned nor any person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer is an "affiliate" of the Company, as defined under Rule 405 under the Securities Act of 1933, as amended. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended.

SIGN HERE

SIGNATURE(S) OF OWNER(S)

Date:

MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF OUTSTANDING NOTES EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) REPRESENTING THE OUTSTANDING NOTES OR ON A SECURITY POSITION LISTING OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED OUTSTANDING NOTE HOLDER(S) BY CERTIFICATES AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY TRUSTEES, EXECUTORS, ADMINISTRATORS, GUARDIANS, ATTORNEYS-IN-FACT, OFFICERS OF CORPORATIONS OR OTHERS ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE PROVIDE THE FOLLOWING INFORMATION.

Name(s):

(PLEASE PRINT)

Capacity (Full Title):

2

Address:

(INCLUDE ZIP CODE)

Area Code and Telephone Number:

Tax Identification or Social Security Number(s):

3