================================================================================




                              AMENDED AND RESTATED
                             SHAREHOLDERS AGREEMENT




                            Dated December 31, 1996




                                     among


                           WEIDER HEALTH AND FITNESS

                               BAYONNE SETTLEMENT

                                  RONALD COREY



================================================================================
<PAGE>   2

                  AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

                 Reference is made to the Shareholders Agreement, effective
June 1, 1994 (the "Bayonne Shareholders Agreement"), by and between WEIDER
HEALTH AND FITNESS, a Nevada corporation ("WHF"), and BAYONNE SETTLEMENT
("Bayonne"), and to the Shareholders Agreement, effective June 1, 1994 (the
"Corey Shareholders Agreement" and, together with the Bayonne Shareholders
Agreement, the "Shareholders Agreements"), by and between WHF and RONALD COREY
("Corey"), both of which are hereby combined, amended and restated in their
entirety by this Amended and Restated Shareholders Agreement, dated December 31,
1996 (the "Agreement"), by and between WHF, Bayonne and Corey.

                 WHEREAS, pursuant to the Bayonne Shareholders Agreement and in
consideration of receipt of the sum of $873,330, WHF transferred to Bayonne 1%
of its interest in Weslo, Inc. ("Weslo") and Proform Fitness Products Inc.
("Proform") and caused each of Weider Publications, Inc. ("Publications"),
Weider Nutrition Group, Inc. ("Nutrition"), Weider Sporting Goods Inc.
("Sporting Goods") and 3002993 Canada Inc. ("CANCO") to issue 1% of their
respective common stock to Bayonne.

                 WHEREAS, pursuant to the Bayonne Shareholders Agreement,
payment of the consideration was entirely in the form of the transfer of the
Weider Europe B.V. indebtedness in the amount of $873,330 in favor of
Northbrock Capital Inc.

                 WHEREAS, pursuant to the Bayonne Shareholders Agreement, the
price was allocated as follows: 40% ($349,332) to Weider Inc.  shares; 40%
($349,332) to Nutrition shares; 20% ($174,666) to Publications shares; and
$1.00 to Sporting Goods and CANCO shares.

                 WHEREAS, pursuant to the Bayonne Shareholders Agreement, the
basis of the price was calculated on the unaudited quarterly internal financial
statements of WHF which showed a book value of $86,168,654 as of February 28,
1994.

                 WHEREAS, pursuant to the Corey Shareholders Agreement and in
consideration of receipt of the sum of $291,110, WHF transferred to Corey 1/3
of 1% of its interest in Weslo and Proform and caused Publications, Nutrition,
Sporting Goods and CANCO to issue 1/3 of 1% of their respective common stock to
Corey.

                 WHEREAS, pursuant to the Corey Shareholders Agreement, payment
of the consideration was partly in the form of the transfer without liability
to Corey of the Weider Europe B.V. indebtedness in the amount of $126,670 in
favor of Northbrock Capital Inc. and the balance of $164,440 was in cash.

                 WHEREAS, pursuant to the Corey Shareholders Agreement, the
price was allocated: 40% ($116,444.) to Weider Inc. shares; 40% ($116,444.) to
Nutrition shares; 20% ($58,222.) to Publications shares; and $1.00 to Sporting
Goods and CANCO shares.

                 WHEREAS, pursuant to the Corey Shareholders Agreement, the
basis of the price was calculated on the unaudited quarterly internal financial
statements of WHF, which showed a book value of $86,168,654 as of February 28,
1994.

                 WHEREAS, it is the intention of the parties hereto to combine,
amend and restate in their entirety the Shareholders Agreements.





<PAGE>   3
                 NOW THEREFORE, in consideration of the mutual covenants
contained herein, WHF, Bayonne and Corey hereby agree as follows:

1.       DEFINITIONS

         1.1     For all purposes of this Agreement, the "subsidiaries
                 concerned" means Publications, Nutrition, Sporting Goods and
                 Weider Nutrition International, Inc. and all $ or dollars are
                 in lawful currency of the United States of America.

2.       SHAREHOLDER RIGHTS AND RESTRICTIONS

         2.1     NO ALIENATION

                 2.1.1    The shares to be held by Bayonne and/or Corey (the
                          "Common Shares") shall not be transferable by Bayonne
                          or Corey in any circumstances, except to WHF (see
                          below "Option to Sell"), or to an assignee of WHF.

                 2.1.2    Pledging of the shares is permitted to secure the
                          financing of the acquisition of such shares but such
                          pledge is subject to this Agreement and the right of
                          WHF to pay with subrogation.  The text of any such
                          pledge is subject to prior approval by WHF.

                 2.1.3    After an initial public offering of a subsidiary
                          concerned, the shares of such subsidiary may be
                          transferred without restriction except for a first
                          refusal right (30 days written notice) in favor of
                          WHF.

         2.2     OPTION TO SELL ("Put")

                 2.2.1    Bayonne and/or Corey may, at any time, oblige WHF to
                          purchase all (but not less than all) of the Common
                          Shares for the Formula Price defined below by
                          following the procedure hereinafter set forth:

                                  a)       Bayonne and/or Corey, as applicable,
                                           shall send a notice to WHF informing
                                           WHF that it wishes to exercise its
                                           option to sell (the "Notice");

                                  b)       WHF shall instruct its then current
                                           independent auditors (the
                                           "Auditors") to calculate the Formula
                                           Price according to the formula
                                           hereinafter set out, within 60 days
                                           from the date of the Notice;

                                  c)       the Formula Price shall be
                                           determined as at the date of the
                                           Notice, which date shall also be the
                                           effective date of the purchase (the
                                           "Notice Date");

                                  d)       the closing of such purchase shall
                                           be on a date fixed by the agreement
                                           of Bayonne and/or Corey, as
                                           applicable, and WHF, which shall be
                                           no later than thirty (30) days from
                                           the date on





                                       2
<PAGE>   4
                                           which the Auditors issue their
                                           calculation of the Formula Price
                                           pursuant to Section 2.2.8 below (the
                                           "Closing Date");

                                  e)       the Auditors' calculation of the
                                           Formula Price shall be final and
                                           binding between the parties.

                 2.2.2    The Formula Price for the Common Shares equals the
                          book value of the Common Shares of each subsidiary
                          concerned divided by the total number of common
                          shares and multiplied by the number held by Bayonne
                          or Corey, as applicable.

                 2.2.3    Book value is the sum of:

                                  A)       the consolidated Shareholders'
                                           Equity as stated in the most recent
                                           audited annual financial statements
                                           for the most recently completed
                                           financial year as examined by the
                                           Auditors of WHF and prepared in
                                           accordance with U.S. Generally
                                           Accepted Accounting Principles
                                           ("U.S. GAAP") on a basis consistent
                                           with prior years.  (the "Audited
                                           Financial Statements").  For greater
                                           certainty, this amount shall include
                                           any amount recorded as stated
                                           capital; and

                                  B)       the increase, if any, in the
                                           consolidated Shareholders' Equity as
                                           stated in the internally
                                           preparedconsolidated financial
                                           statements for the latest fiscal
                                           quarter ended prior to the Notice
                                           Date (the "Interim Financial
                                           Statements") as reviewed by the
                                           Auditors in accordance with
                                           procedures normally followed by them
                                           in conducting a review of Interim
                                           Financial Statements; and

                                  C)       the amount of any dividends or other
                                           non-dividend shareholder
                                           distributions made from the date
                                           hereof, not shared (or less than
                                           rateably shared), by Bayonne and/or
                                           Corey, as applicable, as reported in
                                           the Audited Financial Statements and
                                           the latest Interim Financial
                                           Statements; less

                                  D)       the amount of any dividends or other
                                           non-dividend distributions paid to
                                           Bayonne and/or Corey, as applicable,
                                           since the later of the date in (A)
                                           or the date in (B) and before the
                                           Closing Date; less

                                  E)       the stated capital attributed to an
                                           issue after June 1, 1994 of shares
                                           which rank in priority to the Common
                                           Shares; less

                                  F)       the decrease, if any, in the
                                           consolidated Shareholders' Equity as
                                           stated in the Interim Financial
                                           Statements as reviewed by the
                                           Auditors in accordance with
                                           procedures normally followed by them
                                           in conducting a review of Interim
                                           Financial Statements.





                                       3
<PAGE>   5
                 2.2.4    If a subsidiary concerned or any of its subsidiaries,
                          whether consolidated or unconsolidated, has any
                          shares listed on a recognized stock exchange or in
                          any organized securities market ("Listed Shares"),
                          the book value shall be adjusted as of the Notice
                          Date to reflect the Trading Value (defined below) and
                          the book value of the Listed Shares as reflected in
                          Sections 2.2.3 (A), as adjusted by (B) or (F).

                          2.2.4.1 "Traded Shares" shall be the number of shares
                                  issued and outstanding of the Listed Shares,
                                  whether or not registered, plus the number of
                                  Equivalent Shares (defined below).

                          2.2.4.2 "Equivalent Shares" shall be the number of
                                  shares of Listed Shares into which holders of
                                  convertible debt or another class of
                                  convertible equity shares and holders of
                                  options and warrants may convert their debt,
                                  equity shares, option and warrant holdings
                                  determined in accordance with U.S. GAAP.

                          2.2.4.3 "Trading Price" shall be the weighted average
                                  price of the Listed Shares for the thirty
                                  (30) business days immediately preceding the
                                  Notice Date.

                          2.2.4.4 "Trading Value" shall be the Trading Price
                                  multiplied by the Traded Shares reduced, in
                                  the case of a subsidiary's Traded Shares, by
                                  the Trading Value associated with such Traded
                                  Shares not held directly or indirectly by
                                  WHF.

                          2.2.4.5 The Auditors shall clerically check the
                                  calculations required by this Section 2.2.4.
                                  For greater certainty, the Auditors shall
                                  follow the principles applied in the same
                                  calculations annexed as Schedule 1.

                 2.2.5    If a subsidiary concerned or any of its subsidiaries
                          has an initial public share issue within twenty-four
                          (24) months of the Notice Date, Section 2.2.4 shall
                          apply to adjust the Formula Price to reflect the
                          excess of such initial public share issue price over
                          the book value determined immediately prior to such
                          initial public share issue with payment of such
                          adjustment within thirty (30) days of the initial
                          public share issue. The Auditors shall clerically
                          check the calculation.  This provision also applies
                          to a private placement of 20% or more of the equity
                          shares of a subsidiary concerned or any of its
                          subsidiaries.

                 2.2.6    The Formula Price of the Common Shares shall be paid
                          as follows:

                                  a)       the lesser of the Formula Price and
                                           the amount invested by Bayonne or
                                           Corey (as listed in the recitals to
                                           this Agreement), as applicable, on
                                           the Closing Date;

                                  b)       the excess, if any, of the Formula
                                           Price over the amount determined in
                                           the immediately preceding
                                           subparagraph (a) in four (4) equal
                                           annual installments of principal
                                           plus interest on the





                                       4
<PAGE>   6
                                           reducing balance at the rate of
                                           9% per year; the four (4) annual
                                           installments shall be paid on the
                                           first through fourth anniversaries
                                           of the Closing Date.

                 2.2.7    The amount payable in Section 2.2.6(b) shall be
                          represented by a promissory note of WHF subordinate
                          in payment and priority to the obligations of WHF to
                          non-shareholder creditors of WHF.

                 2.2.8    Upon calculation of the Formula Price, the Auditors
                          shall issue a letter setting out the calculation of
                          the Formula Price (the "Auditors' Letter").

         2.3     SUBSEQUENT SHARE ISSUES

                 2.3.1    In the event that a subsidiary concerned conducts one
                          or more public offerings of its stock, or offers to
                          issue or transfer shares in the course of a private
                          placement, Bayonne and/or Corey shall be entitled to
                          include as part of such offering(s) that percentage
                          of Common Shares equal to the percentage of shares
                          held directly or indirectly by WHF which is included
                          in the public offering by the controlling shareholder
                          of WHF, or included in such private placement.

                 2.3.2    To the extent that any subsidiary of a subsidiary
                          concerned conducts a public offering of its stock, or
                          offers to issue or transfer shares in the course of a
                          private placement, Bayonne and/or Corey shall have
                          the right to exchange a proportionate number of its
                          or his, respectively, Common Shares for shares in the
                          public company in the same ratio and on the same
                          basis that the controlling shareholder of WHF, or any
                          successor(s), converts its shares into shares of that
                          public company, or in the same proportion and on the
                          same basis as that of the controlling shareholder(s)
                          or any successor(s) in the course of a private
                          placement.

                 2.3.3    The foregoing does not apply to the initial public
                          offering of shares of common stock or contemporary
                          transactions effected in connection therewith of
                          Weider Nutrition International, Inc. or any of its
                          subsidiaries including Nutrition.

         2.4     OPTION TO PURCHASE ("Call")

                 2.4.1    WHF has an option, exercisable any time after two (2)
                          years from the date hereof, to purchase from Bayonne
                          and/or Corey the Common Shares at the Formula Price
                          on the same terms and conditions set out in Sections
                          2.2 and 2.3; provided WHF pays the Formula Price in
                          full upon the purchase, subject to an additional
                          later payment (if any) under Section 2.2.5.

                 2.4.2    In addition to its rights under Section 2.4.1, WHF
                          may, if it wishes to accept an offer from a third
                          party for substantially all of its shares in a
                          subsidiary concerned either:

                                  a)       include in such sale the Common
                                           Shares held by Bayonne and/or Corey
                                           in such subsidiary (and Bayonne
                                           and/or Corey, as





                                       5
<PAGE>   7
                                           applicable, shall so sell) at the
                                           same price and on the same terms as
                                           those offered to WHF; or

                                  b)       purchase Common Shares from Bayonne
                                           and/or Corey (and Bayonne and/or
                                           Corey, as applicable, shall sell) at
                                           such price and on such terms;

                                  provided in either case that such sale is in
                                  fact concluded within a reasonable time.

                 2.4.3    This Section 2.4 does not apply where the Common
                          Shares held by Bayonne and/or Corey are publicly
                          traded on a recognized stock exchange or securities
                          market.

         2.5     CLASS B COMMON STOCK

                 2.5.1    Neither Bayonne nor Corey has a right to acquire, now
                          or in the future, shares of Class B common stock of
                          Weider Nutrition International, Inc. and nothing in
                          this Agreement should be construed to give Bayonne
                          and/or Corey any right to acquire such shares.

         2.6     COSTS AND EXPENSES

                          Each party covenants and agrees that it shall be
                          responsible for and bear its respective costs and
                          expenses of legal counsel, accountants, brokers and
                          other representatives incurred in connection with any
                          transactions contemplated herein, provided that the
                          fees and expenses of the Auditors and any brokers
                          incurred in determining the Formula Price hereunder
                          shall be borne by the party who first sends out the
                          Notice to exercise the option to purchase or the
                          option to sell.

3.       VOTES

         3.1     Bayonne and Corey shall exercise their votes on all Common
                 Shares as directed by WHF.

4.       APPLICABLE LAW

         4.1     Nevada law shall govern this Agreement.

5.       NO ASSIGNMENT

         5.1     Bayonne and Corey shall not be entitled to assign, in whole or
                 part, this undertaking to any other person except to a
                 personal holding company controlled entirely by it or him,
                 respectively, which agrees to be bound by this Agreement.

6.       SECURITIES LAW FORMALITIES

         6.1     The share issue and Shareholders Agreement may be subject to
                 compliance with United States securities law including, but
                 not limited to Blue Sky legislation, etc.





                                       6
<PAGE>   8
7.       NOTICE

         7.1     All notices, requests, consents and other communications
                 required or permitted to be given hereunder shall be in
                 writing and either delivered by hand or sent by telefax, or by
                 prepaid registered mail, and shall be presumed given and
                 received when so delivered by hand or by telefax, or four (4)
                 business days following the sending thereof by prepaid
                 registered mail, and when addressed as follows:

                          a)      If to BAYONNE, to:

                                  24 Union Street
                                  St. Helier, Jersey (U.K.)


                          b)      If to COREY, to:

                                  c/o MR. RONALD COREY
                                  621 Lansdowne
                                  Westmount, Quebec
                                  H3Y 2V7

                                  FAX: 514-932-8736

                          c)      If to WHF, to:

                                  c/o WEIDER HEALTH AND FITNESS
                                  21100 Erwin Street
                                  Woodland Hills, California 91367

                                  ATTENTION:  MR. BERNARD CARTOON, SECRETARY
                                              & GENERAL COUNSEL
                                              (FAX: 818-999-6598)

or to such other person or address as any party shall designate by notice in
writing to the others in accordance herewith.  In the event of postal strike or
other mail service interruption, existing or threatened, all notices and other
communications shall be hand-delivered or sent by telefax.





                                       7
<PAGE>   9
                 IN WITNESS WHEREOF, the parties hereto have caused this
Amended and Restated Shareholders Agreement to be executed on the day and year
first above written.




                                        WEIDER HEALTH AND FITNESS


                                         /s/  BERNARD CARTOON
                                        ----------------------------------
                                        Name:  Bernard Cartoon
                                        Title: Secretary




                                        BAYONNE SETTLEMENT


                                         /s/
                                        ----------------------------------
                                        Name:
                                        Title:




                                        RONALD COREY


                                         /s/  RONALD COREY
                                        ----------------------------------
                                        Name:
                                        Title:

Source: OneCLE Business Contracts.