SECURITY AGREEMENT

SECURITY AGREEMENT, dated as of August 18, 2009, by Schiff Nutrition Group, Inc., a Utah corporation (“ Borrower ”), Schiff Nutrition International, Inc., a Delaware corporation (“ Parent ”), WNG Holdings (International) Ltd., a Nevada corporation (“ WNG ”), Coppal Research, Inc., a Utah corporation (“ Coppal ”) (Borrower, Parent, WNG, and Coppal shall be referred to each as a “ Grantor ” and collectively as the “ Grantors ”), in favor of U.S. Bank National Association, as administrative agent (in such capacity, together with its successors and assigns, the “ Agent ”) for the Lenders (as defined in the Loan Agreement referred to below).

WHEREAS, pursuant to the Loan Agreement dated as of the date hereof (as the same may be amended, restated, modified or otherwise supplemented from time to time, the “ Loan Agreement ”) among Borrower, Agent, and the Lenders from time to time party thereto, the Lenders, subject to the terms and conditions contained therein, have agreed to make available to Borrower credit in the aggregate principal amount of the respective Revolving Credit Commitments;

WHEREAS, as a condition precedent under the terms of the Loan Agreement, each Grantor has agreed to grant a lien and security interest in all of its assets to secure the Secured Obligations (as defined herein);

WHEREAS, each Grantor will derive substantial direct and indirect benefits of reasonably equivalent value from the transactions evidenced by the Transaction Documents; and

NOW, THEREFORE, in consideration of the premises and to induce the Agent and the Lenders to enter into the transactions evidenced by the Transaction Documents, each Grantor hereby agrees with the Agent as follows:

Section 1.1        Definitions .  (a)  Capitalized terms used herein without definition shall have the meanings given in the Loan Agreement.

(b)   The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “ account ”, “ account debtor ”, “ certificated security ”, “ chattel paper ”, “ commercial tort claim ”, “ commodity contract ”, “ deposit account ”, “ documents ”, “ electronic chattel paper ”, “ equipment ”, “ fixture ”, “ general intangible ”, “ goods ”, “ instruments ”, “ inventory ”, “ investment property ”, “l etter-of-credit right ”, “ proceeds ”, “ record ”, “ securities account ”, “ security ”, “ supporting obligation ” and “ tangible chattel paper ”.

(c)   The following terms shall have the following meanings:

“ Agreement ” shall mean this Security Agreement, as amended, restated, modified or otherwise supplemented from time to time.

“ Applicable IP Office ” shall mean the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency within or outside the United States.

“ Collateral ” has the meaning specified in Section 2.1.

“ Contractual Obligations ” shall mean, with respect to any Person, any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“ Control Agreement ” shall mean with respect to any deposit account, any securities account, any commodity account, securities entitlement or commodity contract, an agreement, in form and substance satisfactory to the Agent, among the Agent, the financial institution or Person at which such account is maintained or with which such entitlement or contract is carried, and the respective Grantor.

“ Equity Interests ” shall mean, with respect to any Person, any and all shares, rights to purchase, options, warrants, general, limited or limited liability partnership interests, member interests, units, participations or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting, including common stock, preferred stock, convertible securities or any other equity security.

“ Excluded Property ” shall mean the outstanding Equity Interests of (1) the Excluded Subsidiaries and (2) a Foreign Subsidiary in excess of sixty-five percent (65%) of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of such Foreign Subsidiary.

“ Governmental Authority ” shall mean the government of any nation, state, city, locality or other political subdivision of any thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Intellectual Property ” shall mean all rights, title and interest in or related to intellectual property and all IP Ancillary Rights related thereto, including all copyrights, patents, trademarks, Internet domain names, trade secrets, and intellectual property licenses.

“ IP Ancillary Rights ”  shall mean with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for the past, present or future infringement, misappropriation, dilution, violation or other impairment thereof.

“ IRC ” shall mean the Internal Revenue Code of 1986, as amended from time to time (or any successor statute thereto), and the regulations promulgated and rulings issued thereunder.

“ Material Intellectual Property ” shall mean Intellectual Property that is owned by or licensed to a Grantor and material to the conduct of any Grantor’s business.

“ Pledged Certificated Stock ” shall mean all certificated securities and any other Equity Interests of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case owned by any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all Equity Interests listed on Schedule 5 .  Pledged Certificated Stock excludes any Excluded Property.

“ Pledged Collateral ” shall mean, collectively, the Pledged Stock and the Pledged Debt Instruments.

“ Pledged Debt Instruments ” shall mean all right, title and interest of any Grantor in instruments evidencing any indebtedness owed to such Grantor or other obligations owed to such Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including all indebtedness described on Schedule 5 , issued by the obligors named therein.

“ Pledged Investment Property ” shall mean any investment property of any Grantor, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments.  Pledged Investment Property excludes any Excluded Property.

“ Pledged Stock ” shall mean all Pledged Certificated Stock and all Pledged Uncertificated Stock.

“ Pledged Uncertificated Stock ” shall mean any Equity Interests of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Organizational Document of any partnership or limited liability company to which it is a party, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 5 , to the extent such interests are not certificated.  Pledged Certificated Stock excludes any Excluded Property.

“ Requirements of Law ” shall mean, as to any Person, the organizational and governing documents of such Person and any law, treaty, rule, regulation, right, qualification or determination of a court or other Governmental Authority, in each case applicable or binding on such Person or its property.

“ Secured Obligations ” shall mean all Borrower’s Obligations including without limitation all obligations of Grantors under this Agreement.

“ Software ” shall mean (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

“ UCC ” shall mean the Uniform Commercial Code as from time to time in effect in the State of Utah; provided , however , that, in the event that, by reason of mandatory provisions of any applicable Requirement of Law, any of the attachment, perfection or priority of the Agent’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of Utah, “ UCC ” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.  Section references in this Agreement to the UCC shall be deemed to be to the equivalent section in the UCC in the applicable State.

“ Vehicles ” shall mean all vehicles covered by a certificate of title law of any state.

Section 1.2        Certain Other Terms .  (a)  The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The terms “ herein ”, “ hereof ” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement.  References herein to an Annex, Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement.  Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to such Grantor’s Collateral or any relevant part thereof.

Section 2.1        Collateral .  For the purposes of this Agreement, all of the following property now owned or at any time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “ Collateral ”:

(a)   all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles (including the Intellectual Property), goods, instruments, inventory, investment property (including the Pledged Stock and the Pledged Investment Property), letter-of-credit rights and any supporting obligations related thereto;

(b)   the commercial tort claims described on Schedule 1 and on any supplement thereto received by the Agent pursuant to Section 3.8;

(c)   all books and records pertaining to any of the property described in this Section 2.1;

(d)   all property of such Grantor held by the Agent, including all property of every description, in the custody of or in transit to the Agent for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to deposit accounts and cash;

(e)   all other goods (including but not limited to fixtures) and all other personal property of such Grantor, whether tangible or intangible and wherever located; and

(f)   to the extent not otherwise included, all proceeds and products of the foregoing;

provided , however , that “ Collateral ” shall not include any Excluded Property.

Section 2.2        Grant of Security Interest in Collateral .  Each Grantor, as collateral security for the prompt and complete payment and performance of the Secured Obligations, hereby mortgages, pledges and hypothecates to the Agent, and grants to the Agent a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor.

To induce the Agent and the Lenders to enter into the Loan Agreement, each Grantor hereby represents and warrants each of the following to the Agent:

Section 3.1        Title; No Other Liens .  Except for the Lien granted to the Agent pursuant to this Agreement, the Liens granted by the Transaction Documents, and other Permitted Liens, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others.  Such Grantor (a) is the record and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificates and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and clear of any other Lien other than Permitted Liens.

Section 3.2        Perfection and Priority .  The security interest granted pursuant to this Agreement constitutes a valid and continuing security interest in favor of the Agent in all Collateral, with perfection thereof to include without limitation the following:  (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 , (ii) with respect to any deposit account, the execution of a Control Agreement other than deposit accounts for which the Agent is the depository bank and has automatic control, (iii) in the case of all copyrights, trademarks and patents, all appropriate filings having been made with the Applicable IP Office, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a Contractual Obligation granting control to the Agent over such letter-of-credit rights, (v) in the case of electronic chattel paper, the completion of all steps necessary to grant control to the Agent over such electronic chattel paper, (vi) in the case of Vehicles, the actions required under Section 4.1(e), and (vii) in the case of Pledged Collateral or Pledged Investment Property issued by a Foreign Subsidiary, such filings and actions as may be required under the laws of the jurisdiction under which such Foreign Subsidiary was formed.  In the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, delivery shall be made to the Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Agent or in blank.  In the case of all Pledged Investment Property not in certificated form, Control Agreements shall be executed with respect to such investment property.  In the case of all other instruments and tangible chattel paper that are not Pledged Certificated Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery shall be made the Agent of such instruments and tangible chattel paper.  Such security interest shall be prior to all other Liens on the Collateral except for any Permitted Liens having priority over the Agent’s Lien by operation of law or unless otherwise granted or permitted by any Transaction Document.

Section 3.3        Jurisdiction of Organization; Chief Executive Office .  Such Grantor’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Grantor’s chief executive office or sole place of business, in each case as of the date hereof, is specified on Schedule 3 and such Schedule 3 also lists all jurisdictions of incorporation, legal names and locations of such Grantor’s chief executive office or sole place of business for the five years preceding the date hereof.

Section 3.4        Locations of Inventory, Equipment and Books and Records .  On the date hereof, such Grantor’s inventory and equipment (other than inventory or equipment in transit) and books and records concerning the Collateral are kept at the locations listed on Schedule 4 and such Schedule 4 also lists the locations of such inventory, equipment and books and records for the five years preceding the date hereof.

Section 3.5        Pledged Collateral .  (a)  The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 , (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships).  The pledge by such Grantor of the Pledged Stock hereunder constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms.

(b)   As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent in accordance with Section 4.3(a).

Section 3.6        Instruments and Tangible Chattel Paper Formerly Accounts .  As of the date hereof, no amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to the Agent, properly endorsed for transfer, to the extent delivery is required by Section 4.4(a).

Section 3.7        Intellectual Property .  (a)   Schedule 6 sets forth a true and complete list of the following Intellectual Property such Grantor owns, licenses or otherwise has the right to use:  (i) Intellectual Property that is registered or subject to applications for registration, (ii) Internet domain names and (iii) other Material Intellectual Property and material Software, separately identifying that owned and licensed to such Grantor and including for each of the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed, (4) as applicable, the registration or application number and registration or application date and (5) any intellectual property licenses or other rights (including franchises) granted by the Grantor with respect thereto.

(b)   On the Closing Date, all Material Intellectual Property owned by such Grantor is valid, in full force and effect, subsisting, unexpired and enforceable, and no Material Intellectual Property has been abandoned.  On the Closing Date, no breach or default of any Material Intellectual Property license shall be caused by any of the following, and none of the following shall limit or impair the ownership, use, validity or enforceability of, or any rights of such Grantor in, any Material Intellectual Property: (i) the consummation of the transactions contemplated by any Transaction Document or (ii) to such Grantor’s knowledge, any holding, decision, judgment or order rendered by any Governmental Authority.  There are no pending (or, to the knowledge of such Grantor, threatened) actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes challenging the ownership, use, validity, enforceability of, or such Grantor’s rights in, any Material Intellectual Property of such Grantor.  To such Grantor’s knowledge, no Person has been or is infringing, misappropriating, diluting, violating or otherwise impairing any Intellectual Property of such Grantor.  Such Grantor, and to such Grantor’s knowledge each other party thereto, is not in material breach or default of any Material Intellectual Property license.

Section 3.8        Commercial Tort Claims .  The only commercial tort claims of any Grantor existing on the date hereof (regardless of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been commenced for such claims) are those listed on Schedule 1 , which sets forth such information separately for each Grantor.

Section 3.9        Enforcement .  No permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by the Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to this Agreement, including the transfer of any Collateral, except as may be required in connection with the disposition of any portion of the Pledged Collateral by laws affecting the offering and sale of securities generally or any approvals that may be required to be obtained from any bailees or landlords to collect the Collateral.

Each Grantor agrees with the Agent to the following, as long as any Secured Obligations remain outstanding:

Section 4.1        Maintenance of Perfected Security Interest; Further Documentation and Consents .  (a)  Such Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Transaction Document, any Requirement of Law or any policy of insurance covering the Collateral and (ii) not enter into any Contractual Obligation or undertaking restricting the right or ability of such Grantor or the Agent to sell any Collateral if such restriction would have a Material Adverse Effect.

(b)   Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having the priority described in Section 3.2 and shall defend such security interest and such priority against the claims and demands of all Persons not constituting Permitted Liens.

(c)   Such Grantor shall furnish to the Agent from time to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Agent may reasonably request, all in reasonable detail and in form and substance satisfactory to the Agent.

(d)   At any time and from time to time, upon the written request of the Agent, such Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and (ii) take such further action as the Agent may reasonably request, including (A) during the continuance of an Event of Default using its best efforts to secure all approvals necessary or appropriate for the assignment to or for the Agent to enforce the security interests granted hereunder and (B) executing and delivering any Control Agreements with respect to deposit accounts and securities accounts.

(e)   If requested by the Agent, the Grantor shall arrange for the Agent’s security interest to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Agent shall deem advisable to perfect its security interests in any Vehicle.

Section 4.2        Changes in Locations, Name, Organizational Documents, Etc.   Except upon thirty (30) days’ prior written notice to the Agent and delivery to the Agent of (a) all documents reasonably requested by the Agent to maintain the validity, perfection and priority of the security interests provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following:

(i)   permit any inventory or equipment to be kept at a location other than those listed on Schedule 4 , except for inventory or equipment in transit;

(ii)   change its jurisdiction of organization or its location, in each case from that referred to in Section 3.3; or

(iii)   change its legal name or organizational identification number, if any, or corporation, limited liability company, partnership or other form of legal entity.

Section 4.3        Pledged Collateral .  (a)   Delivery of Pledged Collateral .  Such Grantor shall (i) deliver to the Agent, in suitable form for transfer and in form and substance satisfactory to the Agent, (i) all Pledged Certificated Stock, (ii) all Pledged Debt Instruments and (iii) all certificates and instruments evidencing Pledged Investment Property.

(b)   Event of Default .  During the continuance of an Event of Default, the Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger denominations.

(c)   Cash Distributions with respect to Pledged Collateral .  Except as provided in Article V , such Grantor shall be entitled to receive all cash or other distributions paid in respect of the Pledged Collateral or Pledged Investment Property.

(d)   Voting Rights .  Except as provided in Article V , such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral and the Pledged Investment Property; provided , however , that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral or be inconsistent with or result in any violation of any provision of any Transaction Document.

(e)   Organizational Documents .  No Grantor shall amend any of its organizational documents, or participate in any amendment to the organizational documents of any issuer of Pledged Stock, that in any way adversely affects the perfection of the Agent’s Lien in the Pledged Stock including, without limitation, any amendment electing to treat any membership interest of any issuer of Pledged Stock as a security under Section 8-103 of the UCC, or any election to turn any previously uncertificated membership interest of any issuer of Pledged Stock into a certificated membership interest.

Section 4.4        Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper .  (a)  If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper other than such instrument delivered in accordance with Section 4.3(a) and in the possession of the Agent, such Grantor shall mark all such instruments and tangible chattel paper with the following legend:  “This writing and the obligations evidenced or secured hereby are subject to the security interest of U.S. Bank National Association as Agent” and, at the request of the Agent, shall immediately deliver such instrument or tangible chattel paper to the Agent, duly indorsed in a manner satisfactory to the Agent.

(b)   Such Grantor shall not grant “control” (within the meaning of such term under Section 9-106 of the UCC) over any deposit account or investment property to any Person other than the Agent.

(c)   If such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) has a face amount in excess of $100,000, such Grantor shall promptly (and in any event within two (2) Domestic Business Days) after becoming a beneficiary, notify the Agent thereof and as soon as practicable thereafter enter into a Contractual Obligation with the Agent, the issuer of such letter of credit or any nominated person with respect to the letter-of-credit rights under such letter of credit.  Such Contractual Obligation shall assign the proceeds of such letter of credit to the Agent and such assignment shall be sufficient to grant control for the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC).  The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Agent.

(d)   If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by electronic chattel paper, such Grantor shall take all steps necessary to grant the Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC.

Section 4.5        Intellectual Property .  (a)  Within sixty (60) days after any change to Schedule 6 for such Grantor, such Grantor shall provide the Agent notification thereof and the short-form intellectual property agreements and assignments as described in this Section 4.5 and other documents that the Agent reasonably requests with respect thereto.

(b)   Such Grantor shall (and shall require all its licensees to) (i) (A) continue to use each trademark included in the Material Intellectual Property in order to maintain such trademark in full force and effect with respect to each class of goods for which such trademark is currently used, free from any claim of abandonment for non-use, (B) maintain at least the same standards of quality of products and services offered under such trademark as are currently maintained, (C) use such trademark with the appropriate notice of registration and all other notices and legends required by applicable Requirements of Law, (D) not adopt or use any other trademark that is confusingly similar or a colorable imitation of such trademark unless the Agent shall obtain a perfected security interest in such other trademark pursuant to this Agreement and (ii) not do any act or omit to do any act whereby (A) such trademark (or any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (B) any patent included in the Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or dedicated to the public, (C) any portion of the copyright included in the Material Intellectual Property may become invalidated, otherwise impaired or fall into the public domain or (D) any trade secret that is Material Intellectual Property may become publicly available or otherwise unprotectable.

(c)   Such Grantor shall notify the Agent immediately if it knows, or has reason to know, that any application or registration relating to any Material Intellectual Property may become forfeited, misused, unenforceable, abandoned or de