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Section Head 1

ShapeWorksTM

Training ManualThe 3-2-1Guide to Success

Personalized weight loss for healthy results.

Making the world healthier.

Personalized weight loss and healthy results are as simple as 3-2-1.

3 2 1

First, learn what makes 3-2-1 work – Cellular Nutrition and the power of protein..

Next, see how fun and simple it is to talk about ShapeWorks™ productsusing 3-2-1 as your foundation.

.And finally, help your customers manage their weight by personalizing 3-2-1

with products that deliver healthy results – results that customerswill describe as “unbelievable!”

You’ll see just how simple inside this easy-to-follow ShapeWorksTM Training Manual.

Cellular Nutrition4

The Winning Combination Behind 3-2-1Combining Herbalife’s exclusive Cellular Nutrition products and the power of protein makes theShapeWorks™ Program unique. ShapeWorks™ is a personalized weight-management program thatdelivers healthy weight-loss results and helps your customers manage hunger and feel great as theylose weight, get in shape and stay that way for life!

Cellular NutritionCellular Nutrition is the cornerstone of the ShapeWorks™ Program. Our Cellular Nutrition products are scientifically balanced to nourish cells for optimal metabolism, growth, repair andreproduction. This helps to ensure that the nutrients your body needs daily are absorbed and delivered throughout your body at the cellular level. As a result, customers experience more energyand easier weight loss.

Cellular Nutrition begins with these three key products:. Formula 1 Nutritional Shake Mix available in five mouthwatering flavors: French Vanilla, Dutch Chocolate, Cookies ‘n Cream, Tropical Fruit, Wild Berry. Formula 2 Multivitamin Complex. Cell Activator

Herbalife’s Medical and ScientificAdvisory Boards have established criteriafor products related to nutritional contentand manufacturing quality. All productsmeeting these guidelines receive theCellular Nutrition Certification.

Wha

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Cel

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Power of ProteinThe ShapeWorks™ Program personalizes each person’s protein intake to match their body’s needs.By getting the right amount of protein, your customers are able to control their hunger naturallywhile feeling healthy and energized. The power of protein helps your customers manage theirweight in two important ways:

Hunger Control: Protein-based shakes, meals and snacks help control hunger because protein isdigested slowly and it sends a message to the brain that the body is full and satisfied.

Fat Burning: Eating the right amount of protein daily helps maintain lean body mass as you loseweight, which in turn keeps your metabolism up, so you continue to burn fat at a steady rate.

Formula 3 Personalized Protein Powder is Herbalife’s own proprietary blend of soy and whey protein. This proprietary blend works to satisfy your hunger and keep controlling hunger throughout the day.

In addition to the protein in Formula 3, you can also personalize your protein intake with the following products:. Protein Bars: Chocolate Fudge, Chocolate Coconut, Peanut Butter, Lemon. Protein Drink Mix (formerly HPLC Shake Mix): Vanilla, Chocolate. Beverage Mix Packets: Peach Mango, Wild Berry. Roasted Soy Nuts with Cardia® Salt. Soup Mix: Cream of Chicken

As a part of the ShapeWorks™ Program, these products provide protein, healthy carbs and otherkey nutrients without adding excessive calories or fat. They help you personalize a program to keep your customer’s weight loss on track.

The Power of Protein 5

When you increase your proteinintake, it helps you control yourappetite and maintain your leanbody mass (LBM). The moreLBM you have, the higher yourmetabolism and the more calories you’ll burn each day.

+

Did You Know?

As Simple as 3-2-16

ShapeWorks™ Made SimpleSharing ShapeWorks™ products is fun and simple. When you talk to potential customers, tell themhow easy it is to lose weight with 3-2-1:

3 Times a Day Take your supplements and enhancers to promote health and improve nutrient absorption at thecellular level.*

2 Shakes – PersonalizedEnjoy two meal-replacement shakes personalized to the protein needs of your body, plus proteinsnacks to keep your metabolism up and hunger at bay. No need to count calories. Shakes are simple, delicious and fun.

1 Colorful Meal Eat a healthy meal, including colorful fruits and vegetables.

It really is that simple! Get your customers started on 3-2-1 and help them begin their weight-losscountdown today.

Personalizing 3-2-1Herbalife does more than just weight loss. We also provide nutrition programs that help customersmaintain their weight, gain weight and feel great. Whether your customers want to lose weight,maintain weight or gain weight, you can follow the simple guide below and personalize your customer’s daily plan.

* These statements have not been evaluated by the Food and Drug Administration.This product is not intended to diagnose, treat, cure or prevent any disease.

Lose Weight Maintain Weight Gain Weight

Supplementsand Enhancers 3 times a day 3 times a day 3 times a day

Shake – Personalized 2 times a day 1 time a day 3 times a day

Colorful Meal 1 time a day 2 times a day 3 times a day

3 Times a Day 7

Take Your Supplements and EnhancersIt’s easy to help customers feel great as they lose unwanted pounds or maintain their ideal weight.Get basic Cellular Nutrition from Formula 2 Multivitamin Complex and Cell Activator taken three times a day. You can also help customers overcome personal weight-loss hurdles by recommending any of our wide array of Enhancers. Add one or several enhancers as needed to target your customer’s challenges.

Share these benefits with your customers:

* These statements have not been evaluated by the Food and Drug Administration.This product is not intended to diagnose, treat, cure or prevent any disease.

Enhancer Benefit

Total Control® .Boosts metabolism*.Builds energy*.Promotes weight loss*

Snack Defense™ .Provides snacking control*

Herbal Concentrate .Provides a natural energy lift*

Cell-U-Loss® .Helps eliminate excess body fluid*.Helps reduce the appearance ofdimpled skin*

Active Fiber .Supports digestive and intestinal health*.Helps create a feeling of fullness*

Aminogen® .Helps break down proteins, improving their digestion in your body*

Beige Herbal Tablets .Helps eliminate excess body fluid*

Thermo-Bond® .Helps reduce fat absorption*

For a detailed description of these Herbalife products, includingpricing, refer to the Herbalife Product Guide supplement.

2 Shakes – Personalized8

The Power of Protein Personalized to YouHunger is the #1 reason why most diets fail. The key to success with the ShapeWorks™ Program is personalizing the protein levels in each customer’s program so they feel full and satisfied, not hungry. ShapeWorks™ makes personalization simple and fun with delicious shakes and mouthwatering protein snacks.


. Formula 1 shakes are loaded with an exclusive blend of nutrients including soy protein, vitamins, minerals and botanicals – so you get all the nutrition of a meal with minimum calories.

. For customers with higher protein requirements, Formula 3 Personalized Protein Powder can be added to your shakes. It’s a proprietary blend of soy and whey protein that satisfies your hunger and keeps controlling hunger throughout the day.

. Try our healthy protein snacks for added protein. They’re satisfying and so delicious, you won’t feel the need to cheat!

1 Colorful Meal 9

Good Choices, Great ResultsWith the ShapeWorks™ Program, you never feel deprived or bored. In addition to the wide varietyof shake recipes and snack options, you eat a delicious meal with your favorite foods. ShapeWorks™

meals are based around a source of lean protein, such as grilled chicken, and healthy carbs, includingcolorful fruits and vegetables.


. The ShapeWorks™ Program lets you eat the foods you love and feel satisfied while you burn calories and get the results you want.

. Colorful meals supply your body with protein, healthy carbohydrates, essential vitamins and minerals to help you look and feel great.

. Colorful fruits and vegetables are packed with health-boosting phytonutrients that keep your entire system strong and healthy.

Using the ShapeWorks™ Lean-Protein EstimatorChoosing the right meal plan for your customer is easy with the Lean-Protein Estimator. Thisconvenient tool uses your customer’s height, weight and gender to suggest a meal plan for weightloss – either A, B, C or D*. With this information, you can coach your customer on how to personalize shakes, snacks and meals without ever counting calories.

How do you use the Lean-Protein Estimator? Just follow the simple steps illustrated below.

Example: Your customer is a woman 5’4” tall and 150 lbs.

Personalizing Your Customer’s Meal Plan10

1 2 3 Set the Body-Mass Index,rounding up to the nearest whole number.

Set the height so that thearrow points to it.

Find the weight on theruler and read the Body-Mass Index.

4 5 6 This is your suggestedmeal plan for weight loss.

Find the height and readthe Protein Factor forwomen (in this example)

Set the Protein FactorRange identified in step 4.

If you enter your customer’s protein factor fromStep 4, the Lean Protein Estimator will tell youyour customer’s Resting Metabolic Rate – howmany calories they burn at rest!

Fun

Fact

* The ShapeWorks™

QuickStart, Advancedand Ultimate kits are excellent programs forall customers on MealPlans A, B, C or D.

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Personalizing Your Customer’s Program 13

How to Set Target Weight GoalsYou can easily help your customers set realistic weight-loss goals by estimating their body framesize. Using the chart below, just match your customer’s frame size with their gender and height. It’s that simple!

MEN / HEIGHT

5'1"

5'2"

5'3"

5'4"

5'5"

5'6"

5'7"

5'8"

5'9"

5'10"

5'11"

6'0"

6'1"

6'2"

6'3"

6'4"

SMALL FRAME

128–134

130–136

132–138

134–140

136–142

138–145

140–148

142–151

144–154

146–157

149–160

152–164

155–168

158–172

162–176

164–180

MEDIUM FRAME

131–141

133–143

135–145

137–148

139–151

142–154

145–157

148–160

151–163

154–166

157–170

160–174

164–178

167–182

171–187

175–191

LARGE FRAME

138–150

140–153

142–156

144–160

146–164

149–168

152–172

155–176

158–180

161–184

164–188

168–192

172–197

176–202

181–207

185–212

WOMEN / HEIGHT

4'9"

4'10"

4'11"

5'

5'1"

5'2"

5'3"

5'4"

5'5"

5'6"

5'7"

5'8"

5'9"

5'10"

5'11"

6'0"

SMALL FRAME

102–111

103–113

104–115

106–118

108–121

111–124

114–127

117–130

120–133

123–136

126–139

129–142

132–145

135–148

138–151

141–154

MEDIUM FRAME

109–121

111–123

113–126

115–129

118–132

121–135

124–138

127–141

130–144

133–147

136–150

139–153

142–156

145–159

148–162

151–165

LARGE FRAME

118–131

120–134

122–137

125–140

128–143

131–147

134–151

137–155

140–159

143–163

146–167

149–170

152–173

155–176

158–179

161–182

Example: A woman who is 5’4” tall with a small frame would have a target weight range of 117 lbs. to 130 lbs.

Example: A man who is 5’9” tall with a large frame would have a target weight range of 158 lbs. to 180 lbs.

Business Building Tools14

Take your ShapeWorks™ business to new heights with these dynamic tools for retailing, recruitingand customer care. For the full range of ShapeWorks™ tools you can also refer to the Herbalifeprice list.

ShapeWorks™ CustomerBrochureWant to quickly spread theword about ShapeWorks™

to potential customers? TheShapeWorks™ CustomerBrochure provides a quickoverview of the program andits benefits in a simple formatthat’s easy to distribute orleave behind.

ShapeWorks™ CustomerSuccess GuideAn ideal tool to ensure yourcustomers have the informa-tion they need right at theirfingertips. This guide can helpcustomers plan a variety ofdelicious, healthy meals whileproviding tips for successfulweight loss. Highlights include:. Sample 7-day meal plans. Quick and delicious recipes. Simple food charts. Exercise recommendations. Tips for dining out. And much more!

ShapeWorks™ Online SupportToolsCheck out our business-boosting ShapeWorks™

support tools and order themonline at:www.MyHerbalife.com.

Glossary of Terms 15

AntioxidantA vitamin, mineral or phytonutrient that helps toneutralize (destroy) free radicals, unstable oxygenmolecules generated during metabolism of food andas a result of stress and exposure to pollution. It isbelieved that antioxidants may play a role in slowingthe aging process and preventing cancer. An exampleof a vitamin antioxidant is vitamin C. An example ofa phytonutrient with antioxidant properties is lutein.

Body Frame A frame of reference of skeletal size that helps guidepeople of any given height to determine their idealbody weight dependent upon their bone structure.For example, a woman who is 5’4” with a smallbody frame would have a target weight range of 117to 130 lbs., while a 5’4” large-framed woman wouldhave an ideal body weight of 137 to 155 lbs.

BotanicalsA component of a plant (herb, fruit or vegetable)that has been shown to have some nutritional benefit. An example of a botanical would be citrusbioflavonoids found in an orange.

CalorieA unit of energy-producing potential supplied byfood and released upon oxidation by the body, equal to the amount of energy required to raise thetemperature of 1 kilogram of water by 1°C

CarbohydratesThe body’s principal source of energy and can bedivided into three main categories: simple carbohy-drates (sugars), complex carbohydrates (starches)and fiber. Most fruits, vegetables and dairy productscontain natural sugars. Complex carbohydratesinclude grains, such as bread and rice and starchyvegetables, such as potatoes and beans. Fiber is alarge group of plant compounds that essentially cannot be digested by humans, but are important insupporting healthy digestive function.

Lean Body MassA measurement excluding your body fat that hasbeen shown to be useful in determining restingmetabolic rate (RMR). For every 1 pound of leanbody mass, your body burns approximately 14 calories.

MineralsInorganic compounds essential to a host of vitalprocesses in the body from bone formation to thefunctioning of the heart and digestive system. Sevenminerals – calcium, chlorine, magnesium, phospho-rus, potassium, sodium, and sulfur – are calledmacrominerals because they are present in the bodyin relatively large quantities. The other mineralsare termed trace minerals because they are neces-sary in relatively minute quantities. Trace mineralsinclude copper, iron, zinc, manganese, iodine, andchromium.

ProteinProtein constitutes 75% of our body’s tissues,excluding water. Muscles, organs, antibodies, andmost hormones and enzymes are largely composedof protein. Protein is actually a chain of amino acids.“Essential” amino acids are amino acids that wemust obtain from food sources, as our body does notmanufacture them. The “non-essential” amino acidscan be manufactured within our bodies.

Resting Metabolic Rate (RMR)The number of calories that your body burns atrest. For example, if all you did all day was sit onthe couch and just breathe, your RMR would be thenumber of calories your body burns in the course ofthe day.

Soy ProteinPure protein isolated from soybeans that is choles-terol, lactose, and fat free.

Target WeightA person’s healthiest weight; it can be estimatedbased on an individual’s body frame, height and gender.

VitaminsOrganic substance required by the body to regulatecellular function. Vitamins affect all functions of thebody, including promoting good vision, formingnormal blood cells, and ensuring proper functioningof the heart and nervous system.

Whey ProteinProtein isolated from milk; lactose-free.

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