Rexall Showcase International has introduced two new opportunities for RSI Distributors - a Stock Purchase Plan and a Stock Option Program. These programs represent a revolutionary step in the Network Marketing - Direct Sales industry. As an RSI Distributor, you now have an opportunity to participate in ownership of Rexall Sundown Inc., the parent company of Rexall Showcase International. RSI introduced its first Stock Option Plan for RSI Distributors in February 1996 and the RSI 1996 Stock Option Program is an integral part of the RSI compensation structure.

RSI's 1997 Stock Option Program will begin with the July 1997 Commission Month and RSI's Stock Purchase Plan has been available since July 1996. The opportunity to participate begins when you are an active Director, and is a great goal to reach if you are not already at that level. Your level of participation will depend upon your level of activity and achievement within the RSI Compensation Plan. If you plan on participating in either plan, you need to read and fully understand the requirements, the disclosure documents and take specific steps. RSI will make disclosure documents for the 1997 Stock Option Program available in the near future describing the complete details of this Program. The disclosure documents for the RSI Stock Purchase Plan are available from RSI Distributor Services.

RSI offers two levels of participation in the Stock Purchase Plan:

LEVEL ONE

An Active Director

LEVEL TWO

An active Director with one or more active legs

In either level, you may purchase shares of Rexall Sundown, Inc. common stock by means of a monthly deduction from your commission check, and you will not be charged a broker commission. The minimum deduction is 550.00 per month and the maximum is 10% of your check amount, but no more than $1,000 may be deducted per month. Your commission check must be at least $500 in a month to participate in the Stock Purchase Plan (sorry, you cannot add any personal monies into the plan as all monies must come from your commission check). To participate, at your request, RSI will provide you with the appropriate disclosure documents and enrollment form, which must be completed in its entirety and returned to RSI Corporate Headquarters. Due to the nature of these transactions, no enrollments will be allowed by telephone or fax.

AS A DIRECTOR

When you participate in the Stock Purchase Plan as an active Director, the monthly deduction from your commission check will be used to purchase shares of Rexall Sundown, Inc. common stock at the market price prevailing on the date of purchase by the Plan Administrator.

AS A DIRECTOR WITH ONE OR MORE ACTIVE LEGS

When you participate in the Stock Purchase Plan as a Director with one or mare active legs, the monthly deduction from your commission check will be used to purchase shares of Rexall Sundown, Inc. common stock at a 5% discount from the market price prevailing on the date of purchase by the Plan Administrator.

All stock will be held by the Plan Administrator and you will receive quarterly statements describing your personal account activity. Should you have any questions, please contact the Distributor Services Department only after you have thoroughly reviewed the appropriate Plan disclosure documents. And please remember, RSI is prohibited from advising you on any investment or tax issues.

The RSI 1997 Stock Option Program allows Directors who achieve certain levels of activity in the RSI compensation Plan for a specified period of time to participate. you can receive stock options to purchase from 200 to 2,000 shares of Rexall Sundown, Inc. common stock, plus the options to purchase the bonus shares described below, as you set your own goals and build your own business with RSI. These goals need to be established right now. To obtain and maintain your stock options, you must be an RSI Distributor in good standing and your network marketing efforts must be exclusive to RSI, whether your efforts with RSI are full-time or part-time.

A stock option is the right to purchase shares of stock at a specific price for a specific period of time. For example, let's say you are granted 2,000 stock options and the options vest over a four- year period. The option exercise price is determined by the stock's fair market value on the date of the grant. You now have the right to exercise your option to purchase up to 2,000 shares of stock at such fixed price per share over the four-year period that begins on the date you received the option, all subject to the applicable vesting schedule. If tile market value of the stock increases, as to which no assurances can be given, you will have the ability to acquire the stock at the original exercise price during the term of the option. At no time will you ever be obligated to exercise a stock option.

The 1997 Stock Option Program Qualification Period will start with the July 1997 Commission Month and conclude with the June 1998 Commission Month. Your level for qualification will be the number of active legs that you have at the close of the June 1997 Commission Month.

The 1997 RS Stock Option Program provides that your maximum level of qualification will be the number of active legs you have at the close of the June 1997 Commission Month. However, you also have the opportunity to qualify and receive options at all lower levels. If you close the June 1997 Commission Month with five active legs, you enter the 1997 Stock Option Program Qualification Period with the opportunity to receive options based on five active legs. If you do not meet the qualifications at the five active leg level throughout the year, you can qualify to receive options based on the four, three or two active leg levels. If you close the June 1997 Commission Month with four active legs, you will enter the 1997 Stock Option Program with the opportunity to receive options based on the four, three or two active leg levels.

The 1997 Stock Option Program provides for the vesting of the stock options over four years at the role of 25% per year starting on the initial grant date, which allows you to exercise up to an additional 25% of your options per year if all conditions are met, and the options will hove a term of four years. Far example? if you are granted 2,000 options at the end of the June 1998 Commission Month, you can exercise your options with respect to 500 shares (25% vested) starting in July 1998 or anytime thereafter until the option termination date, which will be June 30,2002. Every year you maintain your qualifications another 25% is vested. Once options are vested, they are yours. They cannot be forfeited unless you are no longer an RSI Distributor in good standing, or you do not devote your network marketing activities exclusively to RSI or the option term expires.

RSI has made available a special stock option bonus to qualifying Distributors. RSI will automatically add 200 bonus options to whatever options you are granted under the 1997 Stock Option Program and in any new stock option program that may be announced in the future.

Remember... you only have a one time opportunity to qualify for this stock option bonus.

If a new RSI Distributor's first order after enrollment is at least 1,000 PP AND if that new Distributor becomes a Director within their first two full CV Months of enrolling, that Distributor will qualify for the bonus options. If a new RSI Distributor does not qualify for the bonus options within this time frame, there is no further opportunity to receive such bonus options but a new RSI Distributor con still qualify for the remainder of the 1997 Stack Option Program and in any new stock option program that may be announced in the future.

When you build and maintain your business and meet the following requirements, you can receive stock options under the 1997 RSI Stock Option Plan that will be exercisable over a four- year period at a fixed price. Upon grant, 25% of the options will become exercisable and remain exercisable for the applicable option term provided you remain an active RSI Distributor and your network marketing activities are exclusive to RSI. The twelve-month Qualification Period for this program will run from the July 1997 Commission Month through the June 1996 Commission Month. You will receive your options once you have met the requirements of the 1997 Stock Option Plan as well as the individual requirements listed on the following pages. Remember that if you qualify for the BONUS OPTIONS as described above, your option grant will be increased by 200 stock options.

HAVE 2 ACTIVE LEGS

You will receive 200 options, 25% of which will vest on the date of grant, if the following three requirements are met:

1. You have a minimum of two active Director Legs for all 12 months of the Qualification Period,
2. You have at least 1,000 GP for all 12 months of the Qualification Period, and
3. Your Organizational Points far 10 of the 12 months of the Qualification Period ore at least 10,600 with at least 3,000 in each leg and the two non-qualifying months, if any, cannot be consecutive.

On each anniversary of the grant date, an additional 25% of the options will vest if the following three requirements are met:

1. You have a minimum of two active Director Legs for all 12 months of the applicable Qualification Period,
2. You have at least 1,000 GP for all 12 months of the applicable Qualification Period, and
3. Your Organizational Points in 10 of the 12 months of the applicable Qualification Period are as described above.

HAVE 3 ACTIVE LEGS

You will receive 500 options, 25% of which will vest on the date of grant, if the following three requirements are met:

1. You have a minimum of three active Director Legs for all 12 months of the Qualification Period,
2. You have at least 1,000 GP for all 12 months of the Qualification Period, and
3. Your Organizational Points for 10 of the 12 months of the Qualification Period are at least 30,000 with at least 5,000 in each of 2 legs and the two non-qualifying months, if any, cannot be consecutive.

On each anniversary of the grant date, on additional 25% of the options will vest if the following three requirements are met:

1. You have a minimum of three active Director Legs for all 12 months of the applicable Qualification Period,
2. You have at least 1,000 GP for all 12 months of the applicable Qualification Period, and
3. Your Organizational Points in 10 of the 12 months of the applicable Qualification Period are as described above.

HAVE 4 ACTIVE LEGS

You will receive 900 options, 25% of which will vest on the date of grant, if the following three requirements are met:

1. You have a minimum of four active Director Legs for all 12 months of the Qualification Period,
2. You have at least 1,000 GP for all 12 months of the Qualification Period, and
3. Your Organizational Points for 10 of the 12 months of the Qualification Period are at least 50,000 with 10,000 in 1 leg and at least 5,000 in each of 2 other legs and the two non- qualifying months, if any, cannot be consecutive.

On each anniversary of the grant date, an additional 25% of the options will vest if the following three requirements are met:

1. You have four active Director Legs for all 12 months of the applicable Qualification Period,
2. You have at least 1,000 GP for all 12 months of the applicable Qualification Period, and
3. Your Organizational Points in 10 of the 12 months of the applicable Qualification Period are as described above.

HAVE 5 ACTIVE LEGS

You will receive 1,400 options, 25% of which will vest on the date of grant, if the following three requirements are met:

1. You have a minimum of five active Director Legs far all 12 months of the Qualification Period,
2. You have at least 1,000 GP for all 12 months of the Qualification Period, and
3. Your Organizational Points for 10 of the 12 months of the Qualification Period are at least 75,000 with 10,000 in each of 2 legs and at least 5,000 in each of 2 other legs and the two non-qualifying months. if any, cannot be consecutive.

On each anniversary of the grant date, an additional 25% of the options will vest if the following three requirements ore met:

1. You have a minimum of five active Director Legs for all 12 months of the applicable Qualification Period,
2. You have at least 1,000 GP for all 12 months of the applicable Qualification Period, and
3. Your Organizational Points in 10 of the 12 months of the applicable Qualification Period are as described above.

HAVE 6 ACTIVE LEGS

You will receive 2,000 options, 25% of which will vest on the date of grant, if the following three requirements are met:

1. You have a minimum of six active Director Legs for all 12 months of the Qualificaction Period,
2. You have at least 1,000 GP for all 12 months of the Qualification Period, and
3. Your Organizational Points for 10 of the 12 months of the Qualification Period are at least 150,000 with 25,000 in each of 3 legs, 10,000 in one leg and at least 5,000 in each of 2 other legs and the two non-qualifying months, if any, cannot be consecutive.

On each anniversary of the grant date, an additional 25% of the options will vest if the following three requirements are met

1. You have a minimum of six active Director Legs for oIl 12 months of the applicable Qualification Period,
2. You have at least 1,000 GP for all 12 months of the applicable Qualification Period, and
3. Your Organizational Points in 10 of the 12 months of the applicable Qualification Period are as described above.

Note: Additional Disclosure Documents Are Required For This Plan To Be Effective.

It is understood that any Group Point qualification or requirements in these programs must include a minimum of 100 PP

All qualifications necessary in this program are based on your effective position within the RSI Compensation Plan.