Hain Celestial Group Inc – ‘S-4/A’ on 4/24/00

On:  Monday, 4/24/00, at 4:40pm ET   ·   Accession #:  912057-0-19377   ·   File #:  333-33830

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           179    918K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      5     22K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     17     51K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders     2     12K 
 5: EX-5        Opinion re: Legality                                   2     11K 
 6: EX-8.1      Opinion re: Tax Matters                                3     14K 
 7: EX-8.2      Opinion re: Tax Matters                                3     15K 
 8: EX-15       Letter re: Unaudited Interim Financial Information     1      9K 
 9: EX-23.1     Consent of Experts or Counsel                          1      8K 
10: EX-23.2     Consent of Experts or Counsel                          1      8K 
11: EX-23.3     Consent of Experts or Counsel                          1      8K 
12: EX-99.1     Miscellaneous Exhibit                                  1     10K 
13: EX-99.3     Miscellaneous Exhibit                                  2     11K 
14: EX-99.4     Miscellaneous Exhibit                                  2      9K 
15: EX-99.5     Miscellaneous Exhibit                                  1      7K 
16: EX-99.6     Miscellaneous Exhibit                                  1      7K 
17: EX-99.7     Miscellaneous Exhibit                                  1      7K 

S-4/A   —   Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction
Document Table of Contents

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2000

                                                      REGISTRATION NO. 333-33830
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------------

AMENDMENT NO. 1 

TO

FORM S-4
REGISTRATION STATEMENT

UNDER 

THE SECURITIES ACT OF 1933

--------------------------

THE HAIN FOOD GROUP, INC. 

(Exact name of registrant as specified in its charter)

                                                                [Download Table]
                                                                                    
           DELAWARE                         2099                    22-3240619      
 (State or other jurisdiction   (Primary Standard Industrial     (I.R.S. Employer   
              of                Classification Code Number)   Identification Number)
incorporation or organization)                                                      

    50 CHARLES LINDBERGH BOULEVARD
   UNIONDALE, NEW YORK 11553
    (516) 237-6200
(Address, including zip code, and telephone number, including area code, of 
registrant's principal executive offices) 

--------------------------

IRWIN D. SIMON
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER 
THE HAIN FOOD GROUP, INC. 
50 CHARLES LINDBERGH BOULEVARD
UNIONDALE, NEW YORK 11553 
(516) 237-6200

(Name, address, including zip code, and telephone number, including area code,
of agent for service) 

--------------------------

Copies to:

                                                                [Download Table]
                                                                          
  ROGER MELTZER, ESQ.                             THOMAS R. STEPHENS, ESQ.
CAHILL GORDON & REINDEL                             BARTLIT BECK HERMAN   
     80 PINE STREET                                  PALENCHAR & SCOTT    
NEW YORK, NEW YORK 10005                           THE KITTREDGE BUILDING 
     (212) 701-3000                                 511 SIXTEENTH STREET  
                                                   DENVER, COLORADO 80202 
                                                       (303) 592-3100     

--------------------------

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE DATE HEREOF.                                              

--------------------------

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. / /                             

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) 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. / / ______                        
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. / / ______                                               
--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT    
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO       
SECTION 8(A), MAY DETERMINE.                                                    

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THE HAIN FOOD GROUP, INC. 
CROSS REFERENCE SHEET 

                                                        [Enlarge/Download Table]

            ITEM NUMBER IN FORM S-4               LOCATION IN JOINT PROXY STATEMENT/PROSPECTUS
------------------------------------------------  --------------------------------------------
                                                                                              
 A.  INFORMATION ABOUT THE TRANSACTION                                                        

 1.  Forepart of Registration Statement and                                                   
     Outside Front Cover Page of Prospectus.....  Facing Page of the Registration Statement;  
                                                  Outside Front Cover Page of Joint Proxy     
                                                  Statement/Prospectus                        

 2.  Inside Front and Outside Back Cover Pages                                                
     of Prospectus..............................  Where You Can Find More Information; Table  
                                                  of Contents                                 

 3.  Risk Factors, Ratio of Earnings to Fixed                                                 
     Charges and Other Information..............  Outside Front Cover Page of Joint Proxy     
                                                  Statement Prospectus; Summary; Risk Factors;
                                                  Summary--Selected Financial Data; Summary-- 
                                                  Comparative Per Share Data; Unaudited Pro   
                                                  Forma Combined Condensed Financial          
                                                  Statements; Where You Can Find More         
                                                  Information                                 

 4.  Terms of the Transaction...................  Outside Front Cover Page of Prospectus;     
                                                  Summary; The Merger; Role of Financial      
                                                  Advisors; Principal Provisions of the Merger
                                                  Agreement; Comparison of Stockholder Rights 

 5.  Pro Forma Financial Information............  Unaudited Pro Forma Combined Condensed      
                                                  Financial Statements                        

 6.  Material Contracts with the Company Being                                                
     Acquired...................................  *                                           

 7.  Additional Information Required for                                                      
     Reoffering by Persons and Parties Deemed to                                              
     be Underwriters............................  *                                           

 8.  Interests of Named Experts and Counsel.....  *                                           

 9.  Disclosure of Commission Position on                                                     
     Indemnification for Securities Act                                                       
     Liabilities................................  *                                           

 B.  INFORMATION ABOUT THE REGISTRANT                                                         

10.  Information with Respect to S-3                                                          
     Registrants................................  Where You Can Find More Information         

11.  Incorporation of Certain Information by                                                  
     Reference..................................  Where You Can Find More Information         

12.  Information with Respect to S-2 and S-3                                                  
     Registrants................................  *                                           

13.  Incorporation of Certain Information by                                                  
     Reference..................................  *                                           

------------------------                                                        

*   Omitted because the Item is inapplicable or the answer thereto is negative. 

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            ITEM NUMBER IN FORM S-4               LOCATION IN JOINT PROXY STATEMENT/PROSPECTUS
------------------------------------------------  --------------------------------------------
                                                                                              
14.  Information with Respect to Registrants                                                  
     Other Than S-3 or S-2 Registrants..........  *                                           

 C.  INFORMATION ABOUT THE COMPANY BEING                                                      
     ACQUIRED                                                                                 

15.  Information with Respect to S-3                                                          
     Companies..................................  Where You Can Find More Information         

16.  Information with Respect to S-2 or S-3                                                   
     Companies..................................  *                                           

17.  Information with Respect to Companies Other                                              
     Than S-2 or S-3 Companies..................  *                                           

 D.  VOTING AND MANAGEMENT INFORMATION                                                        

18.  Information if Proxies, Consents or                                                      
     Authorizations are to be Solicited.........  Outside Front Cover Page of Joint Proxy     
                                                  Statement/Prospectus; Summary; Interests of 
                                                  Insiders in the Merger; The Merger;         
                                                  Principal Provisions of the Merger          
                                                  Agreement; The Stockholders' Meetings;      
                                                  Comparison of Stockholder Rights; Where You 
                                                  Can Find More Information                   

19.  Information if Proxies, Consents or                                                      
     Authorizations are not to be Solicited or                                                
     in an Exchange Offer.......................  *                                           

------------------------                                                        

*   Omitted because the Item is inapplicable or the answer thereto is negative. 

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THE HAIN FOOD GROUP, INC. 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

   A special meeting of stockholders of The Hain Food Group, Inc. will be held
at The Town Club, located at 9 East 86th Street, New York, New York 10028, at   
11:00 a.m., New York time, on Tuesday, May 30, 2000 for the following purposes: 

1.  To consider and vote upon a proposal to issue shares of Hain common 
      stock in the merger of Hain Acquisition Corp., a wholly-owned subsidiary
 of Hain, with and into Celestial, upon the terms and subject to the
    conditions set forth in the merger agreement dated as of March 5, 2000
between Hain and Celestial;                                       

2.  To amend the Hain certificate of incorporation to change Hain's     
corporate name to The Hain Celestial Group, Inc., effective upon  
consummation of the merger;                                       

3.  To amend the Hain certificate of incorporation to increase the      
 authorized number of shares of Hain common stock from 40 million to
100 million;                                                      

4.  To amend the Hain 1994 Long Term Incentive and Stock Award Plan to  
     (a) increase the number of shares issuable over the term of the plan by
      3 million shares to 6.4 million shares in the aggregate and (b) increase
the upper limit on the number of shares for which options or stock
  appreciation rights may be granted to any participant under the plan
during any calendar year to 1 million shares;                     

5.  To adopt the Hain 2000 Directors Stock Option Plan; and             

   6.  To transact such other business as may properly come before the special
meeting.                                                          

Only holders of record of Hain common stock at the close of business on 
April 21, 2000 are entitled to notice of and to vote at the special meeting, or 
any adjournments or postponements thereof. Approval of the proposals to issue   
Hain common stock in the merger and to amend the Hain certificate of            
incorporation require the favorable vote of the holders of a majority of the    
outstanding shares of Hain common stock. Approval of the proposals to amend     
Hain's Long Term Incentive and Stock Award Plan and adopt Hain's 2000 Directors 
Stock Option Plan require the favorable vote of the holders of a majority of the
Hain common stock present in person or by proxy at the special meeting, assuming
a quorum is present.                                                            

                      /s/ Irwin D. Simon

                  Irwin D. Simon
                          Chairman of the Board,
                                         President and Chief Executive Officer

April 28, 2000                                                                  

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY, 
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.

THE BOARD OF DIRECTORS OF HAIN UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS 
VOTE FOR APPROVAL OF THE MATTERS TO BE VOTED UPON AT THE SPECIAL MEETING. 

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CELESTIAL SEASONINGS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

    A special meeting of stockholders of Celestial Seasonings, Inc. will be held
at The Town Club, located at 9 East 86th Street, New York, New York 10028, at   
1:00 p.m., New York time, on Tuesday, May 30, 2000 for the following purposes:  

    1.  To consider and vote upon a proposal to adopt the merger agreement dated
     as of March 5, 2000 between Celestial and Hain providing for the merger
    of Hain Acquisition Corp., a wholly-owned subsidiary of Hain, with and
into Celestial; and                                               

   2.  To transact such other business as may properly come before the special
meeting.                                                          

    Only holders of record of Celestial common stock at the close of business on
April 21, 2000 are entitled to notice of and to vote at the special meeting or  
any adjournments or postponements thereof. Approval of the merger proposal at   
the special meeting requires the favorable vote of the holders of a majority of 
the outstanding shares of Celestial common stock.                               

                 /s/ Mo Siegel

             Mo Siegel
                         Chairman of the Board

April 28, 2000                                                                  

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY PROMPTLY, 
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING.

THE BOARD OF DIRECTORS OF CELESTIAL UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
VOTE FOR APPROVAL OF THE MATTERS TO BE VOTED UPON AT THE SPECIAL MEETING. 

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[LOGO]
                                      [LOGO]
MERGER PROPOSED--YOUR VOTE IS VERY IMPORTANT
    The boards of directors of each of Hain and Celestial have approved a merger
and a merger agreement and are seeking your approval of this important          
transaction.                                                                    

If we complete the merger, Celestial's stockholders will receive 1.265  
shares of Hain common stock for each share of Celestial common stock that they  
own. Hain stockholders will continue to own their existing shares after the     
merger. Hain common stock is listed on the Nasdaq National Market under the     
symbol "HAIN."                                                                  

   PLEASE SEE PAGES 19-26 FOR A DESCRIPTION OF CERTAIN FACTORS THAT MAY AFFECT
THE VALUE OF THE HAIN COMMON STOCK TO BE ISSUED IN THE MERGER, ALONG WITH       
SEVERAL OTHER RISK FACTORS PERTAINING TO THE MERGER THAT YOU SHOULD CONSIDER.   

   Hain and Celestial have scheduled special meetings to vote on the following
proposals:                                                                      

   - Approval and adoption by the Celestial stockholders of the merger and the
      merger agreement, which is necessary for the completion of the merger; and

- Approval by the Hain stockholders of the following proposals:         

     - the issuance of Hain common stock in the merger, which is necessary
for the completion of the merger;                           

      - an amendment to Hain's certificate of incorporation to change Hain's
    corporate name to The Hain Celestial Group, Inc., effective upon
consummation of the merger;                                 

     - an amendment to Hain's certificate of incorporation to increase the
       authorized number of shares of Hain common stock from 40 million to
100 million shares;                                         

       - amendments to Hain's 1994 Long Term Incentive and Stock Award Plan to
        (a) increase the number of shares issuable over the term of the plan
  by 3 million shares to 6.4 million shares in the aggregate and
          (b) increase the upper limit on the number of shares for which options
        or stock appreciation rights may be granted to any participant under
the plan during any calendar year to 1 million shares; and  

- the adoption of Hain's 2000 Directors Stock Option Plan.      

If you are a Celestial stockholder and fail to return the enclosed proxy
card, the effect will be a vote against the merger agreement proposal, unless   
you attend your meeting and vote for that proposal. If you are a Hain           
stockholder and fail to return the enclosed proxy card, the effect will be a    
vote against the issuance of Hain common stock in the merger, the change of     
Hain's corporate name, the increase in the authorized number of shares of Hain  
common stock and approval of the stock plans, unless you attend your meeting and
vote for that proposal.                                                         

    THIS JOINT PROXY STATEMENT/PROSPECTUS PROVIDES YOU WITH DETAILED INFORMATION
ABOUT THE MERGER. PLEASE READ THIS DOCUMENT CAREFULLY.                          

                                                                [Download Table]

/S/ IRWIN D. SIMON                             /S/ MO SIEGAL             
                                                                         
Irwin D. Simon                                 Mo Siegel                 
Chairman of the Board,                         Chairman of the Board     
President and Chief Executive Officer          Celestial Seasonings, Inc.
The Hain Food Group, Inc.                                                

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES 
COMMISSION HAS APPROVED OR DISAPPROVED THE HAIN COMMON STOCK TO BE ISSUED UNDER 
THIS JOINT PROXY STATEMENT/ PROSPECTUS OR DETERMINED IF THIS DOCUMENT IS        
ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

  This joint proxy statement/prospectus is dated April 25, 2000 and is first
being mailed to stockholders on or about April 28, 2000.                        

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                                          PAGE  
                                        --------
                                                
Questions And Answers About The                 
  Merger..............................      1   
SUMMARY...............................      4   
  The Companies.......................      4   
  Reasons For The Merger..............      4   
  Additional Celestial Considerations           
    For The Merger....................      5   
  Our Recommendations To                        
    Stockholders......................      5   
  Record Date; Voting Power...........      5   
  Stockholder Vote Required...........      5   
  Share Ownership Of Management And             
    Directors.........................      6   
  The Merger..........................      6   
  What Celestial Stockholders Will              
    Receive In The Merger.............      6   
  What Hain Stockholders Will Hold              
    After The Merger..................      6   
  Ownership Of Hain After The Merger..      7   
  Material Federal Income Tax                   
    Consequences......................      7   
  No Appraisal Or Dissenters'                   
    Rights............................      7   
  Comparative Per Share Market Price            
    Information.......................      7   
  Listing Or Quotation Of Hain Common           
    Stock.............................      7   
  Accounting Treatment................      7   
  Regulatory Matters..................      7   
  Interests Of Directors And Officers           
    Of Hain And Celestial In The                
    Merger............................      8   
  Directors And Management Of The               
    Combined Company After The                  
    Merger............................      8   
  Conditions To The Merger............      8   
  Termination Of The Merger                     
    Agreement.........................      8   
  Termination Fees And Expenses.......      9   
  Voting Agreements...................     10   
  Opinions Of Financial Advisors......     10   
  Selected Financial Data.............     11   
  Selected Pro Forma Combined                   
    Financial Data....................     15   
  Comparative Per Share Data..........     17   
  Comparative Per Share Market Price            
    Information.......................     18   
RISK FACTORS..........................     19   
  Risk Factors Relating to the                  
    Merger............................     19   
  Risk Factors Relating To The                  
    Business, Finances And Operations           
    Of The Combined Company After The           
    Merger............................     20   
STATEMENT CONCERNING FORWARD-LOOKING            
  STATEMENTS..........................     27   
THE MERGER............................     28   
  General.............................     28   

                                                                [Download Table]

                                          PAGE  
                                        --------
                                                
  Hain's Proposals....................     28   
  Celestial's Proposal................     28   
  Background Of The Merger............     28   
  Considerations of Hain's Board of             
    Directors.........................     30   
  Recommendation Of Hain's Board Of             
    Directors.........................     31   
  Considerations Of Celestial's Board           
    of Directors......................     31   
  Recommendation Of Celestial's Board           
    Of Directors......................     33   
  Accounting Treatment................     33   
  Material Federal Income Tax                   
    Consequences Of The Merger........     33   
  Regulatory Matters..................     35   
  No Appraisal Or Dissenters'                   
    Rights............................     36   
  Federal Securities Laws                       
    Consequences; Stock Transfer                
    Restriction Agreements............     36   
  Right To Purchase Shares Of Hain              
    Common Stock By An Affiliate Of             
    H.J. Heinz Company................     36   
UNAUDITED PRO FORMA COMBINED CONDENSED          
  FINANCIAL STATEMENTS................     37   
ROLE OF FINANCIAL ADVISORS............     49   
  Opinion of Hain's Financial                   
    Advisor...........................     49   
  Opinion of Celestial's Financial              
    Advisor...........................     55   
INTERESTS OF INSIDERS IN THE MERGER...     60   
  Interests Of Celestial Officers And           
    Directors.........................     60   
PRINCIPAL PROVISIONS OF THE MERGER              
  AGREEMENT...........................     62   
  General.............................     62   
  Consideration To Be Received In The           
    Merger............................     62   
  Exchange Of Shares..................     62   
  Principal Representations And                 
    Warranties........................     63   
  Principal Covenants.................     63   
  Conditions To The Consummation Of             
    The Merger........................     67   
  Termination.........................     69   
  Termination Fees Payable By Hain....     70   
  Termination Fees Payable By                   
    Celestial.........................     70   
  Expenses............................     71   
  Voting Agreements...................     71   
THE STOCKHOLDERS' MEETINGS............     72   
The Hain Special Meeting..............     72   
  General.............................     72   
  Record Date; Quorum.................     72   
  Vote Required.......................     72   
  Voting of Proxies...................     73   
  Revocability of Proxies.............     73   

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                                          PAGE  
                                        --------
                                                
  Solicitation of Proxies.............     73   
The Celestial Special Meeting.........     74   
  General.............................     74   
  Record Date; Quorum.................     74   
  Vote Required.......................     74   
  Voting of Proxies...................     74   
  Revocability of Proxies.............     75   
  Solicitation of Proxies.............     75   
DESCRIPTION OF THE AMENDED AND                  
  RESTATED 1994 LONG TERM INCENTIVE             
  AND STOCK AWARD PLAN................     76   
  U.S. Federal Income Tax Consequences          
    Of The 1994 Plan..................     78   
  New Plan Benefits...................     80   
DESCRIPTION OF 2000 DIRECTORS STOCK             
  OPTION PLAN.........................     80   
  U.S. Federal Income Tax Consequences          
    of The Directors Plan.............     81   
COMPARISON OF STOCKHOLDER RIGHTS......     82   
LEGAL MATTERS.........................     87   

                                                                [Download Table]

                                          PAGE  
                                        --------
                                                
EXPERTS...............................     87   
FUTURE STOCKHOLDER PROPOSALS..........     87   
WHERE YOU CAN FIND MORE INFORMATION...     88   

                                                                [Download Table]
                                           
LIST OF ANNEXES                            
  Annex A   Agreement and Plan of Merger   
  Annex B   Voting Agreement of Irwin D.   
            Simon                          
  Annex C   Voting Agreement of Mo Siegel  
  Annex D   Opinion of Bear, Stearns & Co. 
            Inc.                           
  Annex E   Opinion of Goldman, Sachs & Co.
  Annex F   Amended and Restated 1994 Long 
            Term Incentive and Stock Award 
            Plan                           
  Annex G   2000 Directors Stock Option    
            Plan                           

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QUESTIONS AND ANSWERS ABOUT THE MERGER

Q:  WHEN AND WHERE ARE THE STOCKHOLDERS' MEETINGS?                      

A: Hain's meeting will be held at The Town Club, located at 9 East 86th 
      Street, New York, New York 10028 on May 30, 2000, starting at 11:00 a.m.
    New York time. Celestial's meeting will also be held at The Town Club,
 located at 9 East 86th Street, New York, New York 10028 on Tuesday,
May 30, 2000, starting at 1:00 p.m. New York time.                

Q:  WHAT AM I BEING ASKED TO VOTE UPON?                                 

 A: HAIN STOCKHOLDERS: You are being asked to approve the issuance of Hain
       common stock in the merger, a change of Hain's corporate name to The Hain
       Celestial Group, Inc., an increase in the number of shares of Hain common
   stock authorized to 100 million shares, an amendment to the 1994 Long
    Term Incentive and Stock Award Plan and adoption of the 2000 Directors
Stock Option Plan.                                                

CELESTIAL STOCKHOLDERS: You are being asked to approve the merger 
   agreement and the merger, which provides that Celestial will become a
wholly owned subsidiary of Hain.                                  

Q:  WHAT WILL I RECEIVE IN THE MERGER?                                  

    A: Celestial stockholders will receive 1.265 shares of Hain common stock for
    each share of Celestial common stock they hold. Hain stockholders will
continue to hold their Hain common stock.                         

       The number of shares of Hain common stock to be issued in connection with
    the merger is fixed and will not be adjusted based upon changes in the
   value of these shares. As a result, the value of the shares Celestial
       stockholders receive in the merger will not be known at the time you vote
    on the merger and may go up or down as the market price of Hain common
stock goes up or down.                                            

  Q:  HOW DOES MY BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON THE PROPOSALS?

A: HAIN STOCKHOLDERS: The Hain board of directors unanimously recommends
  that you vote FOR the issuance of shares of Hain common stock in the
      merger, FOR the change of Hain's corporate name, FOR the increase in the
   authorized number of Hain common stock, FOR the amendment to the 1994
   Long Term Incentive and Stock Award Plan and FOR adoption of the 2000
Directors Stock Option Plan.                                      

  CELESTIAL STOCKHOLDERS: The Celestial board of directors unanimously
       recommends that you vote FOR the approval of the merger agreement and the
merger.                                                           

Q:  WHAT DO I NEED TO DO NOW?                                           

   A: Indicate on your proxy card how you want to vote, sign it and mail it in
       the enclosed postage-prepaid return envelope as soon as possible, so that
       your shares may be represented at your stockholders' meeting. If you sign
      and send in your proxy card and do not indicate how you want to vote, we
      will count your proxy card as a vote in favor of the proposals submitted
      at your stockholders' meeting. You may attend your stockholders' meeting
  and vote your shares in person, rather than signing and mailing your
proxy card.                                                       

Q:  CAN I CHANGE MY VOTE AFTER SUBMITTING MY PROXY CARD?                

  A: Yes. Any person giving a proxy in connection with this solicitation may
       revoke the proxy at any time before it is voted. The proxy may be revoked
    in writing or by appearing at your company's stockholders' meeting and
  voting in person. You can find further details on how to revoke your
proxy on pages 73 and 75.                                         

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    Q:  IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE
MY SHARES FOR ME?                                                 

A: Your broker will not be able to vote your shares without instructions
      from you. You should instruct your broker to vote your shares, following
the directions provided by your broker.                           

Q:  SHOULD I SEND IN MY STOCK CERTIFICATES NOW?                         

A: No. We will send instructions to Celestial stockholders on how to    
exchange their Celestial stock certificates for Hain stock after  
     completion of the merger. Hain stockholders will continue to hold their
Hain common stock.                                                

Q:  WHAT HAPPENS TO MY FUTURE DIVIDENDS?                                

    A: We expect no changes in Hain's or Celestial's dividend policies before or
     after the completion of the merger. Neither Hain nor Celestial has paid
cash dividends on its common stock in the past.                   

Q:  WHEN DO YOU EXPECT TO COMPLETE THE MERGER?                          

A: We are working to complete the merger as soon as possible. We hope to
      complete the merger shortly after the special stockholders' meetings, if
 we obtain the required stockholder approvals at those stockholders'
meetings.                                                         

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WHO CAN HELP ANSWER YOUR QUESTIONS
If you have more questions about the merger you should contact: 

if you are a
HAIN STOCKHOLDER: 

The Hain Food Group, Inc. 
50 Charles Lindbergh Boulevard
Uniondale, New York 11553 
Attention: Gary M. Jacobs, Chief Financial Officer
Phone Number: (516) 237-6200

if you are a
CELESTIAL STOCKHOLDER:

Celestial Seasonings, Inc.
4600 Sleepytime Drive 
Boulder, Colorado 80301-3292
Attention: David I. Rosenthal, Senior Director of Finance 
Phone Number: (303) 530-5300

If you would like additional copies of this document, 
or if you have questions about the merger, you should contact:

if you are a
HAIN STOCKHOLDER: 
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
Phone Number: (212) 929-5500 (call collect) 
or
(800) 322-2885 (toll-free)

if you are a
CELESTIAL STOCKHOLDER:

D.F. King & Co., Inc. 
77 Water Street 
New York, NY 10005

Phone Number: (212) 269-5550 (call collect) 
or
(800) 549-6746 (toll-free)

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SUMMARY 

THIS SUMMARY CONTAINS SELECTED INFORMATION FROM THIS JOINT PROXY        
STATEMENT/PROSPECTUS AND MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS         
IMPORTANT TO YOU. TO UNDERSTAND THE MERGER MORE FULLY AND FOR A MORE COMPLETE   
DESCRIPTION OF THE LEGAL TERMS OF THE MERGER, YOU SHOULD READ THIS ENTIRE       
DOCUMENT CAREFULLY, INCLUDING THE ANNEXES, AND THE DOCUMENTS TO WHICH WE REFER. 
A LIST OF DOCUMENTS THAT WE INCORPORATE BY REFERENCE APPEARS BELOW UNDER THE    
HEADING "WHERE YOU CAN FIND MORE INFORMATION." UNLESS OTHERWISE INDICATED, THE  
INFORMATION CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS DOES NOT ASSUME  
THE EXERCISE OF A RIGHT TO PURCHASE SHARES OF HAIN COMMON STOCK GRANTED BY HAIN 
TO AN AFFILIATE OF H.J. HEINZ COMPANY AS DESCRIBED UNDER "THE MERGER--RIGHT TO  
PURCHASE SHARES OF HAIN COMMON STOCK BY AN AFFILIATE OF H.J. HEINZ COMPANY." IN 
THIS JOINT PROXY STATEMENT/PROSPECTUS "HAIN" REFERS TO THE HAIN FOOD            
GROUP, INC., "CELESTIAL" REFERS TO CELESTIAL SEASONINGS, INC. AND THE "COMBINED 
COMPANY," "WE," "OUR," OR "US" REFERS TO THE COMBINED COMPANY FOLLOWING THE     
MERGER.                                                                         

THE COMPANIES                                                                   

THE HAIN FOOD GROUP, INC.                                                       
50 Charles Lindbergh Boulevard                                                  
Uniondale, New York 11553                                                       
Telephone: (516) 237-6200                                                       

  Hain is a leading marketer, distributor and seller of natural, organic and
specialty food products under brand names which are sold as "better for you     
products" in the United States. Hain's product categories encompass natural and 
organic foods, medically-directed foods, weight-loss and portion control foods, 
snack foods and kosher foods.                                                   

CELESTIAL SEASONINGS, INC.                                                      
4600 Sleepytime Drive                                                           
Boulder, Colorado 80301-3292                                                    
Phone Number: (303) 530-5300                                                    

   Celestial is the largest manufacturer and marketer of specialty teas in the
United States, with an estimated 50% share of the herbal tea category. Celestial
also has a range of other herbal products.                                      

REASONS FOR THE MERGER                                                          

We believe that the merger will, among other things:                    

- Add the market leader in the specialty teas category to Hain's product
     portfolio. Celestial has one of the most recognizable food brands, with a
    50% market share in herbal teas and a 32% share in the broader specialty
   tea category. Moreover, with 1999 sales of over $100 million, Celestial
teas would be Hain's largest product line.                          
    - Expand distribution potential by optimizing Celestial's strong presence in
  the grocery and mass retail channels. The merger is expected to enable
     both companies to access the other's distribution strengths, allowing for
      both increased penetration in natural foods stores through broader product
  offerings and greater cross-selling potential through expansion of the
sales forces in both the grocery and food service channels.         

   - Achieve significant operating synergies, including elimination of certain
duplicative costs, including: sales/ marketing costs, company-wide  
   operational functions, natural foods and grocery brokerage commissions,
public company fees and trade spending.                             

   - Increase our ability to finance the acquisition of other companies and/or
      brands and allow the pursuit of larger companies and/or brand acquisitions
than could be pursued by either Hain or Celestial alone.            

- Provide the combined company with a wider stockholder base, float and 
greater liquidity.                                                  

However, you should note that achieving these objectives is subject to  
particular risks which we discuss below in the section "Risk Factors."          

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ADDITIONAL CELESTIAL CONSIDERATIONS FOR THE MERGER                              

Celestial also believes that the merger offers Celestial's stockholders:

- an attractive premium for their shares;                               

   - the ability to participate in the future growth potential of the combined
     company and share in any cost reduction and revenue enhancements expected
to be realized as a result of the merger; and                       

  - the ability to further Celestial's long-term strategic plan of combining
Celestial's tea business with other natural foods brands.           

OUR RECOMMENDATIONS TO STOCKHOLDERS                                             

TO HAIN STOCKHOLDERS:                                                           

    Hain's board of directors believes that the merger is in your best interests
and unanimously recommends that you vote FOR the proposals to:                  

- approve the issuance of Hain common stock in the merger;              

- approve an amendment to Hain's certificate of incorporation to change 
    Hain's corporate name to The Hain Celestial Group, Inc., to be effective
upon consummation of the merger;                                    

 - approve an amendment to Hain's certificate of incorporation to increase
   the authorized number of shares of Hain common stock from 40 million to
100 million;                                                        

    - approve amendments to Hain's 1994 Long Term Incentive and Stock Award Plan
      to (a) increase the number of shares issuable over the term of the plan by
    3 million shares to 6.4 million shares in the aggregate and (b) increase
the upper limit on the number of shares for which options or stock  
appreciation rights may be granted to any participant under the plan
during any calendar year to 1 million shares; and                   

- approve the adoption of Hain's 2000 Directors Stock Option Plan.      
TO CELESTIAL STOCKHOLDERS:                                                      

Celestial's board of directors believes that the merger is in your best 
interests and unanimously recommends that you vote FOR the proposal to:         

- approve and adopt the merger and the merger agreement.                

RECORD DATE; VOTING POWER                                                       
(SEE PAGES 72 AND 74)                                                       

If you are a Hain stockholder, you are entitled to vote at your         
stockholders' meeting if you owned shares of common stock as of the record date 
for that stockholders' meeting, which was the close of business on April 21,    
2000.                                                                           

If you are a Celestial stockholder, you are entitled to vote at your    
stockholders' meeting if you owned shares of common stock as of the record date 
for that stockholders' meeting, which was the close of business on April 21,    
2000.                                                                           

On April 21, 2000, there were 18,411,458 shares of Hain common stock    
outstanding. For each share of Hain common stock owned on April 21, 2000, Hain  
stockholders will have one vote at the Hain stockholders' meeting.              

On April 21, 2000, there were 8,428,636 shares of Celestial common stock
outstanding. For each share of Celestial common stock owned on April 21, 2000,  
Celestial stockholders will have one vote at the Celestial stockholders'        
meeting.                                                                        

STOCKHOLDER VOTE REQUIRED (SEE PAGE 28)                                         

FOR HAIN STOCKHOLDERS:                                                          

- Issuance of Hain common stock in the merger and amendments to Hain's  
    certificate of incorporation to change Hain's corporate name and approve
     the increase in the authorized number of shares of Hain common stock from
      40 million to 100 million must be approved by the holders of a majority of
    all outstanding shares of Hain common stock entitled to vote at the Hain
stockholders' meeting.                                              

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   - The amendment to Hain's 1994 Long Term Incentive and Stock Award Plan and
adoption of Hain's 2000 Directors Stock Option Plan requires the    
      affirmative vote of the holders of a majority of Hain common stock present
    in person or represented by proxy at the special meeting and entitled to
vote, assuming a quorum is present.                                 

FOR CELESTIAL STOCKHOLDERS:                                                     

  - The merger and the merger agreement must be approved by the holders of a
    majority of all outstanding shares of Celestial common stock entitled to
vote at the Celestial stockholders' meeting.                        

SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS                                     

On April 21, 2000, the record date for Hain's stockholders' meeting,    
directors and executive officers of Hain and their affiliates owned and were    
entitled to vote 4,331,741 shares of Hain common stock, or approximately 23.5%  
of Hain common stock outstanding on that date.                                  

 On April 21, 2000, the record date for Celestial's stockholders' meeting,
directors and executive officers of Celestial owned and were entitled to vote   
415,044 shares of Celestial common stock, or approximately 4.9% of Celestial    
common stock outstanding on that date.                                          

    Irwin D. Simon and Mo Siegel have entered into voting agreements under which
they have agreed to vote their shares in favor of the merger. Each of the other 
directors and executive officers of Hain and Celestial intend to vote their     
shares in favor of the merger.                                                  

THE MERGER                                                                      

WE HAVE ATTACHED THE MERGER AGREEMENT AS ANNEX A TO THIS JOINT PROXY    
STATEMENT/PROSPECTUS. WE ENCOURAGE YOU TO READ THE MERGER AGREEMENT BECAUSE IT  
IS THE LEGAL DOCUMENT THAT GOVERNS THE MERGER.                                  

WHAT CELESTIAL STOCKHOLDERS WILL RECEIVE IN THE MERGER                          

   As a result of the merger, Celestial stockholders will receive 1.265 shares
of Hain common stock for each share of Celestial common stock (including the    
associated rights) that they own. Hain will not issue any fractional common     
stock in the merger. Instead, Celestial stockholders will receive cash for any  
fractional common stock owed to them as calculated pursuant to the terms of the 
merger agreement.                                                               

EXAMPLE:                                                                        

    - If you own 100 shares of Celestial common stock after the merger, you will
   receive 126 shares of Hain common stock and a check for the value of .5
      shares of Hain common stock, rounded to the nearest one cent. The value of
      the Hain common stock that you receive will fluctuate as the price of Hain
common stock changes.                                               

    - On April 20, 2000, the most recent practicable date prior to the filing of
    this document, the last reported sales price of Hain common stock on the
    Nasdaq National Market was $28.938. Applying the 1.265 exchange ratio to
      the Hain closing price on that date, each holder of Celestial common stock
 would be entitled to receive Hain common stock with a market value of
   approximately $36.606 for each share of Celestial common stock owned by
them. The actual value of the Hain common stock to be issued in the 
    merger, however, will depend on the market price of Hain common stock at
    that time, and may be more or less than the value given in this example.
 We urge you to obtain current price quotations for Celestial and Hain
common stock.                                                       

WHAT HAIN STOCKHOLDERS WILL HOLD AFTER THE MERGER                               

Hain stockholders will continue to own their existing Hain common stock 
after the merger. Hain stockholders should not send in their stock certificates 
in connection with the merger.                                                  

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OWNERSHIP OF HAIN AFTER THE MERGER                                              

    Hain will issue approximately 10,662,224 shares of common stock to Celestial
stockholders in the merger. Celestial stockholders will own approximately 36.7% 
of the outstanding Hain common stock after the merger. This information is based
on the number of shares of Hain common stock and Celestial common stock         
outstanding on April 21, 2000, and does not take into account stock options of  
Celestial or Hain or convertible securities of Hain.                            

Under an agreement that Hain entered with an affiliate of the H.J. Heinz
Company in September 1999, the affiliate of H.J. Heinz has the right to purchase
shares of Hain common stock upon completion of the merger to maintain its       
approximately 19.5% interest in Hain. If the H.J. Heinz affiliate exercises this
right in full, Hain will issue approximately 2.6 million additional shares of   
Hain common stock to the H.J. Heinz affiliate at the time of the merger and     
Celestial stockholders will then own approximately 33.7% of the outstanding Hain
common stock after the merger.                                                  

MATERIAL FEDERAL INCOME TAX CONSEQUENCES (SEE PAGES 33-35)                      

    We intend that the merger qualify as a "tax-free reorganization" for federal
income tax purposes. If the merger qualifies as a tax-free reorganization,      
holders of Celestial common stock will generally not recognize any gain or loss 
for federal income tax purposes on the exchange of their Celestial common stock 
for Hain common stock in the merger, except for any gain or loss recognized in  
connection with any cash received for a fractional Hain share. The companies    
themselves, as well as current holders of Hain common stock, will not recognize 
gain or loss as a result of the merger. It is a condition to the obligations of 
Celestial and Hain to complete the merger that each receive a legal opinion from
its counsel that the merger will be a tax-free reorganization for federal income
tax purposes.                                                                   

THE FEDERAL INCOME TAX CONSEQUENCES DESCRIBED ABOVE MAY NOT APPLY TO ALL
HOLDERS OF CELESTIAL COMMON STOCK. YOUR TAX CONSEQUENCES WILL DEPEND ON YOUR OWN
SITUATION. YOU SHOULD CONSULT YOUR TAX ADVISOR SO AS TO FULLY UNDERSTAND THE TAX
CONSEQUENCES OF THE MERGER TO YOU.                                              

NO APPRAISAL OR DISSENTERS' RIGHTS (SEE PAGE 36)                                

  Under Delaware law, the holders of Hain and Celestial common stock have no
dissenters' rights or rights to an appraisal of the value of their shares in    
connection with the merger.                                                     

COMPARATIVE PER SHARE MARKET PRICE INFORMATION (SEE PAGE 18)                    

Shares of Hain and Celestial common stock are both listed on the Nasdaq 
National Market under the symbols "HAIN" and "CTEA", respectively. On March 3,  
2000, the last full trading day before the public announcement of the proposed  
merger, the last reported sale price of Hain common stock on the Nasdaq National
Market was $32.375 and the last reported sale price of Celestial common stock on
the Nasdaq National Market was $35.50. On April 20, 2000, the most recent       
practicable date prior to the date of this joint proxy statement/prospectus, the
last reported sale price for Hain common stock was $28.938 and the last reported
sale price for Celestial common stock was $36.031.                              

LISTING OR QUOTATION OF HAIN COMMON STOCK                                       

    It is a condition to the closing of the merger that the Hain common stock to
be issued to Celestial stockholders in the merger be approved for listing on the
Nasdaq National Market.                                                         

ACCOUNTING TREATMENT (SEE PAGE 33)                                              

  We intend that the merger qualify as a "pooling-of-interests," which means
that we will treat our companies as if they had always been combined for        
accounting and financial reporting purposes at their current book value.        

REGULATORY MATTERS (SEE PAGE 35)                                                

    The parties will obtain all material regulatory approvals required to permit
consummation of the merger from the applicable U.S. regulatory authorities. The 
Hart-Scott-Rodino statute prohibits completion of a merger                      

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until statutory notification requirements and waiting periods have been         
satisfied. The waiting period under the statute applicable to the merger was    
terminated on April 6, 2000. However, the Department of Justice and the FTC have
the authority to challenge the merger on antitrust grounds before or after we   
complete the merger.                                                            

    INTERESTS OF DIRECTORS AND OFFICERS OF HAIN AND CELESTIAL IN THE MERGER (SEE
PAGES 60-61)                                                                    

  The Hain and Celestial stockholders should note that a number of Celestial
directors and executive officers may have interests in the merger that are      
different from, or in addition to, their interests as Celestial stockholders    
generally. These interests exist because of the rights that these Celestial     
directors and executive officers have under the terms of their Celestial benefit
and compensation plans and also, in the case of the officers, under the terms of
various agreements with Celestial. These agreements may provide some officers   
with severance benefits if Hain terminates their employment under specified     
circumstances following the merger. Celestial's equity plans provide for the    
accelerated vesting of stock options and restricted stock as a result of the    
merger.                                                                         

The members of Celestial's board of directors knew about and considered 
these additional interests when they approved the merger and the merger         
agreement.                                                                      

DIRECTORS AND MANAGEMENT OF THE COMBINED COMPANY AFTER THE MERGER               

Following the merger, our board of directors will have 11 directors,    
including (1) six directors designated by Hain, (2) one director designated by  
an affiliate of H.J. Heinz and one director jointly designated by Hain and the  
H.J. Heinz affiliate and (3) three directors designated by Celestial. Following 
the merger, Irwin D. Simon will remain chairman of our board of directors and Mo
Siegel will be appointed vice chairman.                                         

   Following the merger, Hain's executive officers will include members of the
existing management of Hain and/or Celestial.                                   

CONDITIONS TO THE MERGER (SEE PAGES 67-69)                                      

    We will complete the merger only if specific conditions are satisfied or, in
some cases, waived, including the following:                                    

- approval by the stockholders of Hain and Celestial;                   

   - absence of any law or final and nonappealable court order prohibiting the
completion of merger;                                               

   - receipt by Hain of a letter from Ernst & Young LLP that the merger should
be treated as a "pooling-of-interests" and receipt by Celestial of a
      letter from Deloitte & Touche LLP stating that Celestial will qualify as a
party to a "pooling-of-interests" transaction; and                  

    - receipt of opinions of Hain's and Celestial's counsel that the merger will
be a tax-free reorganization for federal income tax purposes.       

TERMINATION OF THE MERGER AGREEMENT (SEE PAGES 69-70)                           

  Hain's and Celestial's respective boards of directors can jointly agree to
terminate the merger agreement at any time before completing the merger. In     
addition, either Hain or Celestial can terminate the merger agreement if:       

- the companies do not complete the merger by December 31, 2000;        

    - either Hain's or Celestial's stockholders fail to approve their respective
merger proposal(s);                                                 

- a law or final and nonappealable court order prohibits the merger; or 

 - the other party to the merger agreement materially breaches or fails to
perform any of its representations, warranties, covenants or other  
      agreements under the merger agreement and fails to cure that breach within
15 days of written notice of such breach.                           

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In addition, Hain can terminate the merger agreement if:                

- Celestial's board of directors modifies, withdraws, conditions or     
qualifies its recommendation, approval and adoption of the merger   
    agreement or the merger to its stockholders in a manner adverse to Hain;
or                                                                  

  - prior to Celestial's stockholders' meeting, Celestial's board decides to
     approve or recommend an agreement to effect a superior takeover proposal.

In addition, Celestial can terminate the merger agreement if:           

    - Hain's board of directors modifies, withdraws, conditions or qualifies its
recommendation, approval and adoption of the merger agreement or the
merger to its stockholders in a manner adverse to Celestial; or     

  - prior to Celestial's stockholders' meeting, Celestial's board decides to
     approve or recommend an agreement to effect a superior takeover proposal.

TERMINATION FEES AND EXPENSES (SEE PAGES 70-71)                                 

   If the merger is not consummated, Hain or Celestial may be required to pay,
in specified circumstances, some of the expenses of, or a termination fee to,   
the other party.                                                                

FEES AND EXPENSES TO BE PAID BY HAIN.                                           

Hain must pay Celestial up to $3 million in cash to cover expenses, plus
liquidated damages of $8 million, in specified circumstances if the merger is   
not consummated, including termination of the merger agreement because:         

- the Hain board of directors changes its recommendation of approval and
adoption of the merger agreement and the merger; or                 

- Hain materially breached or failed to perform, and Hain's breach or   
     failure to perform is due to Hain's intentional or bad faith acts, any of
    its representations, warranties, covenants or other agreements contained
in the merger agreement, which breach is not cured within 15 days of
written notice.                                                     

Alternatively, Hain must pay Celestial up to $3 million in cash to cover
expenses (but no liquidated damages) if Celestial terminates the merger         
agreement because Hain's stockholders fail to approve the merger and the merger 
agreement or if Hain materially breaches or fails to perform its obligations for
reasons other than for the reasons described in the immediately preceding       
paragraph.                                                                      

FEES AND EXPENSES TO BE PAID BY CELESTIAL.                                      

Celestial must pay Hain up to $3 million in cash to cover expenses, plus
liquidated damages of $8 million, in specified circumstances if the merger is   
not consummated, including termination of the merger agreement because:         

   - Celestial's board of directors changes its recommendation of approval and
adoption of the merger agreement or the merger;                     

   - Celestial's board of directors approves an agreement to effect a superior
takeover proposal before Celestial's stockholders meeting; or       

    - Celestial materially breached or failed to perform and Celestial's failure
to perform is due to its intentional or bad faith acts, any of its  
   representations, warranties or covenants in the merger agreement, which
breach is not cured within 15 days of written notice.               

Alternatively, Celestial must pay Hain up to $3 million in cash to cover
expenses (but no liquidated damages) if Celestial's stockholders fail to approve
the merger and the merger agreement or if Celestial materially breaches or fails
to perform its obligations for reasons other than the reasons described in the  
immediately preceding paragraph. However, if Celestial terminates the merger    
agreement for the reasons described in the immediately preceding sentence, and  
within 12 months of the termination of the merger agreement, signs a definitive 
agreement relating to a superior proposal which closes                          

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within 18 months of the termination, then Celestial must additionally pay Hain  
$8 million as liquidated damages.                                               

VOTING AGREEMENTS (SEE PAGE 71)                                                 

In connection with the merger agreement, Irwin D. Simon and Mo Siegel   
entered into separate voting agreements pursuant to which, among other things,  
Mr. Simon will vote all of his Hain common stock in favor of the merger         
agreement and the merger, and Mr. Siegel will vote all of his Celestial common  
stock in favor of the merger agreement and the merger.                          

OPINIONS OF FINANCIAL ADVISORS (SEE PAGES 49-59)                                

In connection with the merger, each of Hain's and Celestial's board of  
directors received an opinion from its financial advisor as to the fairness of  
the exchange ratio in the merger from a financial point of view. Hain received  
an opinion from Bear, Stearns & Co. Inc. and Celestial received an opinion from 
Goldman, Sachs & Co. We have attached the full text of these opinions as Annexes
D and E, respectively, to this document. These opinions contain a description of
the assumptions made, matters considered and limitations on the review          
undertaken in connection with these opinions. We encourage you to read and      
consider the opinions addressed to your respective board of directors. Each     
opinion is directed to the respective board of directors to which it is         
addressed and does not constitute a recommendation to any stockholder as to how 
that stockholder should vote in connection with the merger proposals and did not
constitute a recommendation to the board of directors as to whether they should 
approve and/or recommend the merger.                                            

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SELECTED FINANCIAL DATA 

    Hain and Celestial have provided the following selected historical financial
data and selected pro forma combined condensed financial data to aid you in     
analyzing the financial aspects of the proposed merger. The information is only 
a summary and you should read it together with Hain's and Celestial's           
consolidated financial statements and other financial information contained in  
the most recent annual and quarterly reports filed by Hain and Celestial, which 
are incorporated by reference in this joint proxy statement/prospectus. Please  
see the section entitled "Where You Can Find More Information."                 

  The selected historical consolidated statements of operations data for the
six-month periods ended December 31, 1998 and 1999, and for each of the fiscal  
years in the three-year period ended June 30, 1999 for Hain, and for the        
three-month periods ended December 31, 1998 and 1999, and for each of the fiscal
years in the three-year period ended September 30, 1999 for Celestial, have been
derived from the consolidated statements of operations for Hain and Celestial   
for such periods incorporated by reference in this joint proxy                  
statement/prospectus. The consolidated statements of operations data for the    
fiscal years ended June 30, 1995 and 1996 for Hain and for the fiscal years     
ended September 30, 1995 and 1996 for Celestial have been derived from          
consolidated financial statements not included or incorporated by reference in  
this joint proxy statement/prospectus.                                          

   The historical consolidated balance sheet data for Hain as of June 30, 1998
and 1999, and December 31, 1999 and for Celestial as of September 30, 1998 and  
1999 and December 31, 1999, have been derived from consolidated financial       
statements for such periods incorporated by reference in this joint proxy       
statement/prospectus. The historical consolidated balance sheet data for Hain as
of June 30, 1995, 1996 and 1997, and for Celestial as of September 30, 1995,    
1996 and 1997 have been derived from consolidated financial statements not      
included or incorporated by reference in this joint proxy statement/prospectus. 

   The selected unaudited pro forma combined condensed financial data reflects
the merger using the pooling-of-interests method of accounting. Since the fiscal
years for Hain and Celestial differ, Celestial will change its fiscal year to   
coincide with Hain's upon the completion of the merger. The unaudited pro forma 
combined condensed statements of operations combine Hain's consolidated         
statements of operations for the six-month periods ended December 31, 1998 and  
1999 and fiscal years ended June 30, 1997, 1998 and 1999 with Celestial's       
six-month periods ended December 31, 1998 and 1999 and fiscal years ended       
September 30, 1997, 1998 and 1999, respectively. The unaudited selected pro     
forma combined condensed balance sheet data combines Hain's consolidated balance
sheet data as of December 31, 1999 with Celestial's consolidated balance sheet  
data as of December 31, 1999.                                                   

  The pro forma financial information does not purport to represent what our
financial position or results of operations would actually have been had the    
merger occurred at the beginning of the earliest period presented or to project 
our financial position or results of operations for any future date or period.  
In addition, it does not incorporate any benefits to us from cost savings or    
synergies of operations.                                                        

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SELECTED FINANCIAL DATA 

THE HAIN FOOD GROUP, INC. 
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

                                                        [Enlarge/Download Table]

                                                                                                                 SIX MONTHS      
                                                                                                                    ENDED        
                                                                      YEARS ENDED JUNE 30,                      DECEMBER 31,     
                                                      ----------------------------------------------------   ------------------- 
                                                        1995       1996       1997       1998       1999       1998       1999   
                                                      --------   --------   --------   --------   --------   --------   -------- 
                                                                                                                 (UNAUDITED)     
                                                                                                                                 
STATEMENTS OF OPERATIONS DATA:                                                                                                   
Net sales............................................ $58,076    $68,606    $65,353    $104,253   $205,969   $94,098    $149,086 
Cost of sales........................................  36,220     40,884     40,781      61,797    122,219    57,080      87,904 
                                                      -------    -------    -------    --------   --------   -------    -------- 
Gross profit.........................................  21,856     27,722     24,572      42,456     83,750    37,018      61,182 
                                                      -------    -------    -------    --------   --------   -------    -------- 
Selling, general and administrative expenses.........  15,492     21,089     19,829      30,659     55,045    25,097      41,262 
Amortization of goodwill and other intangible                                                                                    
  assets.............................................     474        651        740       1,311      3,585     1,702       2,710 
                                                      -------    -------    -------    --------   --------   -------    -------- 
                                                       15,966     21,740     20,569      31,970     58,630    26,799      43,972 
                                                      -------    -------    -------    --------   --------   -------    -------- 
Operating income.....................................   5,890      5,982      4,003      10,486     25,120    10,219      17,210 
                                                      -------    -------    -------    --------   --------   -------    -------- 
Other income.........................................                                                                        753 
Interest expense, net................................  (1,351)    (1,745)    (1,639)     (2,128)    (5,318)   (2,412)     (3,675)
Amortization of deferred financing costs and                                                                                     
  discounts..........................................    (419)      (473)      (509)       (474)      (378)     (163)       (310)
                                                      -------    -------    -------    --------   --------   -------    -------- 
                                                       (1,770)    (2,218)    (2,148)     (2,602)    (5,696)   (2,575)     (3,232)
                                                      -------    -------    -------    --------   --------   -------    -------- 
Income before income taxes, extraordinary charge and                                                                             
  cumulative change in accounting principle..........   4,120      3,764      1,855       7,884     19,424     7,644      13,978 
Provision for income taxes...........................   1,755      1,630        786       3,250      8,394     3,325       6,290 
                                                      -------    -------    -------    --------   --------   -------    -------- 
Income before extraordinary charge and cumulative                                                                                
  change in accounting principle.....................   2,365      2,134      1,069       4,634     11,030     4,319       7,688 
Extraordinary charge--costs in connection with                                                                                   
  prepayment of debentures, net of income tax                                                                                    
  benefit............................................                                    (1,342)                                 
Cumulative change in accounting principle, net of                                                                                
  income tax benefit.................................                                                                     (3,754)
                                                      -------    -------    -------    --------   --------   -------    -------- 
Net income........................................... $ 2,365    $ 2,134    $ 1,069    $  3,292   $ 11,030   $ 4,319    $  3,934 
                                                      =======    =======    =======    ========   ========   =======    ======== 
Basic Earnings Per Common Share:                                                                                                 
  Income before extraordinary charge and cumulative                                                                              
    change in accounting principle................... $  0.28    $  0.24    $  0.12    $   0.45   $   0.81   $  0.32    $   0.47 
  Extraordinary charge...............................                                     (0.13)                                 
  Cumulative change in accounting principle..........                                                                      (0.23)
                                                      -------    -------    -------    --------   --------   -------    -------- 
  Net income......................................... $  0.28    $  0.24    $  0.12    $   0.32   $   0.81   $  0.32    $   0.24 
                                                      =======    =======    =======    ========   ========   =======    ======== 
Diluted Earnings Per Common Share:                                                                                               
  Income before extraordinary charge and cumulative                                                                              
    change in accounting principle................... $  0.28    $  0.24    $  0.12    $   0.39   $   0.71   $  0.28    $   0.43 
  Extraordinary charge...............................                                     (0.11)                                 
  Cumulative change in accounting principle..........                                                                      (0.21)
                                                      -------    -------    -------    --------   --------   -------    -------- 
  Net income......................................... $  0.28    $  0.24    $  0.12    $   0.28   $   0.71   $  0.28    $   0.22 
                                                      =======    =======    =======    ========   ========   =======    ======== 
Weighted average common shares outstanding:                                                                                      
  Basic..............................................   8,597      8,887      8,694      10,269     13,619    13,429      16,184 
                                                      =======    =======    =======    ========   ========   =======    ======== 
  Diluted............................................   8,597      8,964      8,993      11,893     15,443    15,402      17,835 
                                                      =======    =======    =======    ========   ========   =======    ======== 

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SELECTED FINANCIAL DATA 
(CONTINUED) 

THE HAIN FOOD GROUP, INC. 
AMOUNTS IN THOUSANDS

                                                        [Enlarge/Download Table]

                                                                                                        SIX MONTHS ENDED  
                                                                 YEARS ENDED JUNE 30,                     DECEMBER 31,    
                                                 ----------------------------------------------------  -------------------
                                                   1995       1996       1997       1998       1999      1998       1999  
                                                 --------   --------   --------   --------   --------  --------   --------
                                                                                                           (UNAUDITED)    
                                                                                                                          
BALANCE SHEET DATA:                                                                                                       
Cash and cash equivalents....................... $   187    $   306    $   219    $   495    $    510  $    471   $  1,055
Working capital.................................   8,883      6,540      4,482     14,538      18,877    14,704     19,501
Total assets....................................  34,291     47,442     48,895     88,291     281,822   184,045    304,246
Long-term obligations...........................   7,277     12,105     10,756     16,561     130,683    55,630     37,578
Total stockholders' equity......................  22,290     24,424     25,059     53,247     110,001    98,256    222,357

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SELECTED FINANCIAL DATA 
(CONTINUED) 

CELESTIAL SEASONINGS, INC.
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

                                                        [Enlarge/Download Table]

                                                                                                                THREE MONTHS    
                                                                                                                    ENDED       
                                                                   YEARS ENDED SEPTEMBER 30,                    DECEMBER 31,    
                                                      ----------------------------------------------------   -------------------
                                                        1995       1996       1997       1998       1999       1998       1999  
                                                      --------   --------   --------   --------   --------   --------   --------
                                                                                                                 (UNAUDITED)    
                                                                                                                                
STATEMENTS OF OPERATIONS DATA:                                                                                                  
Net sales............................................ $70,104    $72,998    $79,039    $102,197   $114,949   $37,662    $35,653 
Non-recurring item--product return program...........                                               (5,098)                     
                                                      -------    -------    -------    --------   --------   -------    ------- 
                                                       70,104     72,998     79,039     102,197    109,851    37,662     35,653 
                                                      -------    -------    -------    --------   --------   -------    ------- 
Cost of goods sold...................................  27,349     28,545     29,606      36,638     42,915    14,003     12,622 
Non-recurring item--product return program...........                                                4,007                      
                                                      -------    -------    -------    --------   --------   -------    ------- 
                                                       27,349     28,545     29,606      36,638     46,922    14,003     12,622 
                                                      -------    -------    -------    --------   --------   -------    ------- 
Gross profit.........................................  42,755     44,453     49,433      65,559     62,929    23,659     23,031 
Operating expenses:                                                                                                             
  Selling and marketing..............................  27,323     30,071     33,915      46,683     50,579    17,244     15,218 
  General and administrative.........................   4,429      3,899      4,556       6,127      6,178     1,694      1,716 
  Non-recurring item--lawsuit settlement.............                                                1,200                      
  Amortization of intangibles........................   1,823      1,493      1,296       1,308      1,202       311        294 
                                                      -------    -------    -------    --------   --------   -------    ------- 
    Total operating expenses.........................  33,575     35,463     39,767      54,118     59,159    19,249     17,228 
                                                      -------    -------    -------    --------   --------   -------    ------- 
Operating income.....................................   9,180      8,990      9,666      11,441      3,770     4,410      5,803 
Interest expense.....................................   1,264        874        493         631        746       242        194 
                                                      -------    -------    -------    --------   --------   -------    ------- 
Income before income taxes...........................   7,916      8,116      9,173      10,810      3,024     4,168      5,609 
Provision for income taxes...........................   2,049      3,093      3,509       4,054        537     1,563      2,075 
                                                      -------    -------    -------    --------   --------   -------    ------- 
Net income........................................... $ 5,867    $ 5,023    $ 5,664    $  6,756   $  2,487   $ 2,605    $ 3,534 
                                                      =======    =======    =======    ========   ========   =======    ======= 
Net income per common share--basic (1)............... $  0.73    $  0.62    $  0.70    $   0.82   $   0.30   $  0.31    $  0.42 
                                                      =======    =======    =======    ========   ========   =======    ======= 
Net income per common share--assuming dilution (1)... $  0.72    $  0.61    $  0.68    $   0.77   $   0.28   $  0.30    $  0.40 
                                                      =======    =======    =======    ========   ========   =======    ======= 
Weighted average common shares--basic (1)............   8,053      8,088      8,107       8,250      8,320     8,307      8,358 
                                                      =======    =======    =======    ========   ========   =======    ======= 
Weighted average common shares--assuming dilution                                                                               
  (1)................................................   8,172      8,230      8,281       8,732      8,848     8,771      8,810 
                                                      =======    =======    =======    ========   ========   =======    ======= 

                                                        [Enlarge/Download Table]

                                                                                                               THREE MONTHS    
                                                                                                                   ENDED       
                                                                   YEARS ENDED SEPTEMBER 30,                   DECEMBER 31,    
                                                      ----------------------------------------------------  -------------------
                                                        1995       1996       1997       1998       1999      1998       1999  
                                                      --------   --------   --------   --------   --------  --------   --------
                                                                                                                (UNAUDITED)    
                                                                                                                               
BALANCE SHEET DATA:                                                                                                            
  Cash and cash equivalents.......................... $   375    $   204    $ 2,829    $  2,533   $    637  $   768    $ 1,995 
  Working capital....................................   6,239      7,882     10,588      23,131     18,892   27,464     20,922 
  Total assets.......................................  53,327     54,903     58,371      82,647     80,847   81,189     87,217 
  Long-term obligations..............................  12,768      9,057      6,073      10,750     10,455   11,675      9,395 
  Total stockholders' equity.........................  31,909     37,217     43,051      51,320     54,488   53,996     58,197 

------------------------------                                                  

(1) During September 1998, Celestial declared a two-for-one stock split effected
in the form of a 100% common stock dividend. All per share and weighted 
average common share information has been restated to reflect the stock 
dividend.                                                               

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SELECTED PRO FORMA COMBINED FINANCIAL DATA
AMOUNT IN THOUSANDS, EXCEPT PER SHARE AMOUNT
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                            SIX MONTHS ENDED  
                                                YEARS ENDED JUNE 30,          DECEMBER 31,    
                                           ------------------------------  -------------------
                                             1997       1998       1999      1998       1999  
                                           --------   --------   --------  --------   --------
                                                                                              
STATEMENTS OF OPERATIONS DATA(1)(2):                                                          
Net sales................................. $144,392   $206,450   $378,818  $192,535   $204,615
Gross profit..............................   74,005    108,015    170,035    89,250     89,534
Operating income..........................   13,669     21,927     27,614    15,222     15,952
Income before extraordinary charge and                                                        
  cumulative change in accounting                                                             
  principle, net of income tax benefits...    6,733     11,390      8,235     4,721      7,307
Earnings per common share before                                                              
  extraordinary charge and cumulative                                                         
  change in accounting principle, net of                                                      
  income tax benefits (3):                                                                    

  Basic................................... $   0.36   $   0.55   $   0.34  $   0.20   $   0.27
  Diluted................................. $   0.35   $   0.50   $   0.31  $   0.18   $   0.25
Weighted average shares outstanding (3)                                                       
  Basic...................................   18,949     20,705     24,144    23,935     26,744
  Diluted.................................   19,468     22,939     26,636    26,525     28,982

                                                                [Download Table]

                                                              DECEMBER 31,
                                                                  1999    
                                                              ------------
                                                                          
BALANCE SHEET DATA:                                                       
Cash and cash equivalents...................................    $  3,050  
Working capital.............................................      25,423  
Total assets................................................     391,463  
Long-term obligations.......................................      46,973  
Total stockholders' equity..................................     265,554  

------------------------                                                        

(1) Does not reflect certain estimated non-recurring merger related charges     
aggregating approximately $15 million with respect to advisory, legal,  
accounting and other expenses associated with the merger.               

(2) The selected pro forma combined financial data for the year ended June 30,  
1999 and six-month period ended December 31, 1999 include certain       
non-recurring charges recorded by Celestial. These non-recurring charges
 relate to a product return program ($9.1 million) and shareholder lawsuit
settlement ($1.2 million). In addition, the selected pro forma combined 
  financial data for the year ended June 30, 1999 and six-month period ended
    December 31, 1998 include the results of operations as if the acquisition of
    the Natural Nutrition Group, Inc. (NNG) by Hain, or the NNG Acquisition, had
occurred July 1, 1998. Hain management has achieved significant cost    
   synergies and savings with the NNG Acquisition, however, in accordance with
   the rules for presentation of pro forma financial information, no effect to
such cost savings has been included in this joint proxy                 
statement/prospectus. In addition, the NNG historical results include   
certain restructuring charges for the year ended June 30, 1999          
 ($1.2 million) and six-month period ended December 31, 1998 ($.7 million)
   that will not continue following the NNG Acquisition. Excluding Celestial's
  non-recurring items from the pro forma financial results, pro forma income
before                                                                  

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SELECTED PRO FORMA COMBINED FINANCIAL DATA
(UNAUDITED) 
(CONTINUED) 

  extraordinary charge and cumulative change in accounting principle, net of
  income tax benefits and related per share data would have been as follows:

                                                        [Enlarge/Download Table]

                                                                 YEAR       SIX MONTH PERIOD 
                                                                 ENDED            ENDED      
                                                             JUNE 30, 1999  DECEMBER 31, 1999
                                                             -------------  -----------------
                                                                                             
Income before extraordinary charge and cumulative change in                                  
  accounting principle, net of income tax benefits..........    $14,145           $13,217    
Earnings per common share before extraordinary charge and                                    
  cumulative change in accounting principle, net of income                                   
  tax benefits                                                                               
  Basic.....................................................    $  0.59           $  0.49    
                                                                =======           =======    
  Diluted...................................................    $  0.53           $  0.46    
                                                                =======           =======    

------------------------                                                        

(3) Pro forma earnings per common share before extraordinary charge and         
 cumulative change in accounting principle, net of income tax benefits are
 based on the average number of common shares of the combined company that
would have been outstanding during each period presented. Shares and    
dilutive options of Celestial common stock have been adjusted to the    
equivalent shares of Hain common stock using an exchange ratio of 1.265.

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COMPARATIVE PER SHARE DATA

                                                        [Enlarge/Download Table]

                                                                                              SIX MONTHS     
                                                                                                 ENDED       
                                                               YEARS ENDED JUNE 30,          DECEMBER 31,    
                                                          ------------------------------  -------------------
                                                            1997       1998       1999      1998       1999  
                                                          --------   --------   --------  --------   --------
                                                                                                             
HAIN HISTORICAL PER COMMON SHARE DATA:                                                                       
Income before extraordinary charge and cumulative change                                                     
  in accounting principle, net of income tax benefits...   $0.12       0.45      $0.81     $0.32      $ 0.47 
Income before extraordinary charge and cumulative change                                                     
  in accounting principle, net of income tax                                                                 
  benefits--assuming dilution...........................    0.12       0.39       0.71      0.28        0.43 
Book value..............................................                         $7.79                $12.24 
CELESTIAL HISTORICAL PER COMMON SHARE DATA(1):                                                               
Net income (loss).......................................   $0.70       0.82      $0.30     $0.44      $(0.05)
Net income (loss)--assuming dilution....................    0.68       0.77       0.28      0.42       (0.05)
Book value..............................................                         $6.52                $ 6.95 
COMBINED COMPANY PRO FORMA                                                                                   
  PER HAIN COMMON SHARE DATA(2)(3):                                                                          
Income before extraordinary charge and cumulative change                                                     
  in accounting, net of income tax benefits.............   $0.36      $0.55      $0.34     $0.20      $ 0.27 
Income before extraordinary charge and cumulative change                                                     
  in accounting, net of income tax benefits--assuming                                                        
  dilution..............................................    0.35       0.50       0.31      0.18        0.25 
Book value..............................................                                              $ 9.24 
COMBINED COMPANY PRO FORMA                                                                                   
  PER CELESTIAL COMMON SHARE DATA(2)(3):                                                                     
Income before extraordinary charge and cumulative change                                                     
  in accounting, net of income tax benefits.............   $0.46      $0.70      $0.43     $0.25      $ 0.34 
Income before extraordinary charge and cumulative change                                                     
  in accounting, net of income tax benefits--assuming                                                        
  dilution..............................................    0.44       0.63       0.39      0.23        0.32 
Book value..............................................                                              $11.69 

------------------------                                                        

Neither Hain nor Celestial has paid cash dividends on its common stock;         
therefore, the table does not include such dividend information.                

(1) The historical common share data for the year ended June 30, 1999 and six   
    months ended December 31, 1999 includes certain nonrecurring charges related
to a product return program ($9.1 million) and stockholder lawsuit      
settlement ($1.2 million) of Celestial.                                 

(2) The combined company pro forma per share data for the year ended June 30,   
 1999 and six-month period ended December 31, 1998 includes the results of
   operations of NNG as if the NNG Acquisition had occurred July 1, 1998. Hain
   management has achieved significant cost synergies and savings with the NNG
  Acquisition, however, in accordance with the rules for presentation of pro
forma financial information, no effect to such cost savings has been    
included herein. In addition, the NNG historical results include certain
 restructuring charges for the year ended June 30, 1999 ($1.2 million) and
six-month period ended December 31, 1998 ($.7 million) that will not    
continue following the NNG Acquisition.                                 

(3) Pro forma income per share amounts are based on the average number of shares
of common stock of the combined company that would have been outstanding
 during each period. Shares and dilutive options of Celestial common stock
 have been adjusted to the equivalent shares of Hain common stock using an
exchange ratio of 1.265.                                                

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COMPARATIVE PER SHARE MARKET PRICE INFORMATION

    Hain's common stock is traded on the Nasdaq National Market under the symbol
"HAIN." The following table sets forth the range of high and low closing sale   
prices for Hain common stock as reported on the Nasdaq National Market during   
each of the periods presented.                                                  

   Celestial's common stock is also traded on the Nasdaq National Market under
the symbol "CTEA." The following table sets forth the range of high and low     
closing sale prices of Celestial common stock as reported on the Nasdaq National
Market during each of the periods presented.                                    

                                                        [Enlarge/Download Table]

                                           HAIN                                                       CELESTIAL         
                                       COMMON STOCK                                                 COMMON STOCK        
                                ---------------------------                                  ---------------------------
                                       MARKET PRICE                                                 MARKET PRICE        
                                ---------------------------                                  ---------------------------
                                    HIGH           LOW                                           HIGH           LOW     
                                ------------   ------------                                  ------------   ------------
                                                                                                                        
HAIN FISCAL YEAR ENDED                                       CELESTIAL FISCAL YEAR ENDED                                
  JUNE 30, 1998                                                SEPTEMBER 30, 1998                                       
First Quarter.................. $11 15/16      $ 4 27/32     First Quarter.................. $16 1/4        $13 3/16    
Second Quarter.................  12 3/4          8 5/8       Second Quarter.................  20 5/8         15 1/4     
Third Quarter..................  19 13/16        9 1/16      Third Quarter..................  28 13/16       20         
Fourth Quarter.................  27 1/4         17 11/16     Fourth Quarter.................  26 3/4         17 3/8     

HAIN FISCAL YEAR ENDED                                       CELESTIAL FISCAL YEAR ENDED                                
  JUNE 30, 1999                                                SEPTEMBER 30, 1999                                       
First Quarter.................. $27 3/4        $14 7/8       First Quarter.................. $26 3/4        $14 1/16    
Second Quarter.................  25             12 1/8       Second Quarter.................  31 3/4         20         
Third Quarter..................  23 1/8         15 1/8       Third Quarter..................  22 5/8         14         
Fourth Quarter.................  21 1/2         16 1/16      Fourth Quarter.................  23 3/8         16 1/2     

HAIN FISCAL YEAR ENDING JUNE                                 CELESTIAL FISCAL YEAR ENDING                               
  30, 2000                                                     SEPTEMBER 30, 2000                                       
First Quarter.................. $28 7/16       $21 3/16      First Quarter.................. $24 1/4        $16 5/8     
Second Quarter.................  26 7/16        22 1/4       Second Quarter.................  35 1/2         20 15/16   
Third Quarter..................  37 1/8         21 1/16      Third Quarter (through                                     
Fourth Quarter (through          31 13/16       28 1/4       April 20, 2000)................  39             34 3/4     
  April 20, 2000)..............                                                                                         

    On March 3, 2000, the last full trading day prior to the public announcement
of the proposed merger, the closing price per share of Hain common stock quoted 
on the Nasdaq National Market was $32.375 and the closing price per share of    
Celestial common stock reported on the Nasdaq National Market was $35.50. On    
April 20, 2000, the most recent practicable date prior to the date of this      
document, the closing price per share of Hain common stock reported on the      
Nasdaq National Market was $28.938 and the closing price per share of Celestial 
common stock reported on the Nasdaq National Market was $36.031.                

   WE URGE CELESTIAL STOCKHOLDERS TO OBTAIN CURRENT MARKET QUOTATIONS FOR HAIN
COMMON STOCK PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE MERGER. WE CANNOT 
GIVE ANY ASSURANCE TO YOU CONCERNING THE MARKET PRICE FOR HAIN COMMON STOCK     
BEFORE OR AFTER THE DATE ON WHICH THE MERGER IS CONSUMMATED. THE MARKET PRICE   
FOR HAIN COMMON STOCK WILL FLUCTUATE BETWEEN THE DATE OF THIS JOINT PROXY       
STATEMENT/ PROSPECTUS AND THE DATE ON WHICH THE MERGER IS CONSUMMATED AND       
THEREAFTER.                                                                     

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RISK FACTORS

  IN ADDITION TO THE RISKS OF THE BUSINESSES OF HAIN AND CELESTIAL WHICH ARE
DESCRIBED BELOW, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS       
RELATING TO THE MERGER IN DETERMINING WHETHER TO VOTE IN FAVOR OF THE MERGER.   
YOU SHOULD ALSO CONSIDER THE RISK FACTORS THAT WILL GENERALLY HAVE AN IMPACT ON 
HAIN'S FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS AFTER THE MERGER,
INCLUDING THOSE DESCRIBED UNDER "STATEMENT CONCERNING FORWARD-LOOKING           
STATEMENTS."                                                                    

RISK FACTORS RELATING TO THE MERGER                                             

THE HAIN COMMON STOCK TO BE ISSUED IN THE MERGER WILL FLUCTUATE IN VALUE        

In the merger, Celestial stockholders will receive 1.265 shares of Hain 
common stock for each share of Celestial common stock. The market price of the  
Hain common stock to be issued in the merger will fluctuate as a result of      
changes in the business, operations or prospects of Hain or Celestial or market 
assessments of the impact of the merger. Because the market price of Hain common
stock fluctuates, the value of the Hain common stock that Celestial stockholders
will receive will depend upon the market price of those shares at the time of   
the merger. We can give no assurance as to this value.                          

 For historical and current market prices of Hain shares, see "Comparative
Per Share Market Price Information." The actual performance and volatility of   
Hain common stock and/or the financial markets in general could vary            
significantly more or less than that indicated by historical or current         
performance and volatility.                                                     

WE MAY EXPERIENCE DIFFICULTIES IN COMBINING THE OPERATIONS OF THE TWO COMPANIES 

 The merger involves the integration of two companies that have previously
operated independently. Our future success may be dependent upon our ability to 
effectively integrate these companies and their brands, including our ability to
realize potentially available marketing opportunities and cost savings, some of 
which may involve operational changes. We cannot be certain:                    

 - as to the timing or number of marketing opportunities or amount of cost
  savings that may be realized as the result of our integration of these
companies and their brands;                                         

- that this merger will enhance our competitive position and business   
prospects; or                                                       

- that we will not experience difficulties with customers, personnel or 
other parties as a result of this merger.                           

In addition, we cannot be certain that we will be successful in:        

- integrating Celestial's distribution channels with those of Hain;     

- coordinating sales force activities of Celestial or in selling the    
products of Celestial to our customer base; or                      

- integrating Celestial into our management information systems or in   
integrating Celestial's products into our product mix.              

Additionally, integrating Celestial into Hain's existing operations will
require management resources and may divert our management from our day-to-day  
operations. If we are not successful in integrating the operations of our two   
companies, the value of the Hain common stock received in the merger could fall.

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OFFICERS AND DIRECTORS HAVE POTENTIAL CONFLICTS OF INTERESTS IN THE MERGER      

In considering the recommendations of the Hain and Celestial boards of  
directors that the stockholders approve the merger, you should be aware that    
some of the directors and officers of Celestial may have interests in the merger
different from or in addition to yours. For example, three of the current       
members of the board of directors of Celestial will become members of the board 
of directors of Hain. See "Interests of Insiders In The Merger."                

RISK FACTORS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE COMBINED  
COMPANY AFTER THE MERGER                                                    

HAIN'S ACQUISITION STRATEGY EXPOSES THE INTEGRATED COMPANY TO RISK              

  We intend to continue to grow our business in part through the acquisition
of new brands and businesses. Our acquisition strategy is based on identifying  
and acquiring businesses with products and/or brands that complement our        
existing product mix. We cannot be certain that we will be able to:             

- successfully identify suitable acquisition candidates;                

- negotiate identified acquisitions on terms acceptable to us; or       

- obtain the necessary financing to complete such acquisitions.         

    We may encounter increased competition for acquisitions in the future, which
could result in acquisition prices we do not consider acceptable. In addition,  
our credit facility with our lending banks contains restrictions that limit our 
ability to make acquisitions. We are unable to predict whether or when any      
prospective acquisition candidate will become available or the likelihood that  
any acquisition will be completed.                                              

CONSUMER PREFERENCES FOR SPECIALTY FOOD PRODUCTS AND TEAS ARE DIFFICULT TO      
PREDICT AND MAY CHANGE                                                      

    A significant shift in consumer demand away from our products or our failure
to maintain our current market position could reduce our sales or the prestige  
of our brands in our markets, which could have a material adverse effect on our 
business, results of operations and financial condition. While we continue to   
diversify our product offerings, we cannot be certain that demand for our       
products will continue at current levels or increase in the future.             

    Hain's business is limited to natural and specialty food products in markets
geared to consumers of natural foods, non-dairy beverages, cereals, breakfast   
bars, canned soups and vegetables, snacks and cooking oils, which, if consumer  
demand for such categories were to decrease, could have a material adverse      
effect on Hain's business, results of operations and financial condition.       
Consumer trends change based on a number of possible factors, including:        

- nutritional values, such as a change in preference from fat free to   
reduced fat to no reduction in fat; and                             

- a shift in preference from organic to non-organic and from natural    
products to non-natural products.                                   

  In addition, Hain has other product categories, such as medically-directed
and weight management food products, kosher foods and other specialty food      
items. Hain is subject to evolving consumer preferences for these products      

Celestial's business is substantially dependent on the specialty teas   
market, which consists of herb tea, green tea, wellness tea and specialty black 
teas. If consumer demand for Celestial's specialty teas                         

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were to decrease, the business, results of operations and financial condition of
our integrated company could be harmed.                                         

OUR MARKETS ARE HIGHLY COMPETITIVE                                              

    Hain operates in highly competitive geographic and product markets, and some
of Hain's markets are dominated by competitors with greater resources. Hain     
cannot be certain that it could successfully compete for sales to distributors  
or stores that purchase from larger, more established companies that have       
greater financial, managerial, sales and technical resources. In addition Hain  
competes for limited retailer shelf space for its products. Larger competitors, 
such as mainstream food companies including Nabisco, General Mills, Nestle S.A.,
Kraft Foods, Groupe Danone, Kellogg Company, Sara Lee Corporation, B&G          
Foods, Inc. and Triarc Beverage Holdings Corporations also may be able to       
benefit from economies of scale, pricing advantages or the introduction of new  
products that compete with Hain's products. Retailers also market competitive   
products under their own private labels.                                        

   The beverage market is large and highly competitive. The tea portion of the
beverage market is also highly competitive. Competitive factors in the tea      
industry include product quality and taste, brand awareness among consumers,    
variety of specialty tea flavors, interesting or unique product names, product  
packaging and package design, supermarket and grocery store shelf space,        
alternative distribution channels, reputation, price, advertising and promotion.
Celestial currently competes in the specialty tea market segment which consists 
of herb tea, green tea, wellness tea and specialty black tea. Celestial's       
specialty herb tea products, like other specialty tea products, are priced      
higher than most commodity black tea products.                                  

   Celestial's principal competitors on a national basis in the specialty teas
market segment are Thomas J. Lipton Company, a division of Unilever PLC, and    
R.C. Bigelow, Inc. Unilever has substantially greater financial resources than  
Celestial. Additional competitors include a number of regional specialty tea    
companies. There may be potential entrants which are not currently in the       
specialty tea market who may have substantially greater financial resources than
Celestial. Private label competition in the specialty tea category is currently 
minimal.                                                                        

The market for Celestial's dietary supplement products is highly        
competitive. Competition is based principally upon price, quality of products,  
customer service and marketing support. Celestial currently competes in the     
herbal supplement segment of the dietary supplement category. Sales of herbal   
supplements have declined over the past year. The category consists of several  
competitors in a broad spectrum of distribution channels. Private label and     
Rexall Sundown, Inc. dominate the market on a national basis. Direct mail,      
regional and private label competition is significant.                          

    In the future our competitors may introduce other products that compete with
our products and these competitive products may have an adverse effect on our   
business, results of operations and financial condition.                        

HAIN IS DEPENDENT UPON THE SERVICES OF ITS CHIEF EXECUTIVE OFFICER              

  Hain is highly dependent upon the services of Irwin D. Simon, its chairman
of the board, president and chief executive officer. Hain believes Mr. Simon's  
reputation as the founder of Hain and his expertise and knowledge in the natural
and specialty foods market are critical factors in our continuing growth. The   
loss of the services of Mr. Simon could have a material adverse effect on our   
business, results of operations and financial condition.                        

HAIN AND CELESTIAL RELY ON INDEPENDENT DISTRIBUTORS AND BROKERS FOR A           
SUBSTANTIAL PORTION OF THEIR SALES                                          

 We rely upon sales efforts made by or through non-affiliated food brokers
and distributors to distributors and other customers. The loss of, or business  
disruption at, one or more of these distributors or brokers may have a material 
adverse effect on our business, results of operations and                       

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financial condition. If we were required to obtain additional or alternative    
distribution and food brokerage agreements or arrangements in the future, we    
cannot be certain that we will be able to do so on satisfactory terms or in a   
timely manner. Two Hain distributors, Tree of Life and United Natural Foods,    
accounted for approximately 19.8% and 18.0%, respectively, for the fiscal year  
ended June 30, 1999, 17.4% and 18.4%, respectively, for the six-months ended    
December 31, 1999, of our sales on a pro forma basis as if all of our           
acquisitions and the merger with Celestial had occurred on or prior to July 1,  
1998. Our inability to enter into satisfactory brokerage agreements may inhibit 
our ability to implement our business plan or to establish markets necessary to 
develop our products successfully. The success of our business depends, in large
part, upon the establishment of a strong distribution network. Food brokers act 
as selling agents representing specific brands on a non-exclusive basis under   
oral or written agreements generally terminable at any time on 30 days notice   
and receive a percentage of net sales as compensation. Distributors purchase    
directly for their own account for resale.                                      

MANUFACTURING FACILITIES                                                        

  Hain manages and operates four manufacturing facilities located throughout
the United States. These facilities are located and produce the following       
product lines: Terra Chips-Registered Trademark-, in Brooklyn, New York,        
produces vegetable chips; Arrowhead Mills, in Hereford, Texas, produces hot and 
cold cereals, baked goods and meal cups; Deboles-Registered Trademark- pasta, in
Shreveport, Louisiana, produces organic pasta; and Health Valley in Irwindale,  
California, produces hot and cold cereals, baked goods, granola, granola bars,  
dry soups and other products under the Health Valley-Registered Trademark-,     
Breadshop-Registered Trademark- and Casbah-Registered Trademark- labels.        

The facilities in Brooklyn, New York and Irwindale, California are under
operating leases through 2004. In addition, Celestial owns and operates a       
manufacturing facility in Boulder, Colorado which produces its tea product      
lines. On a pro forma basis as if the merger had occurred as of July 1, 1999,   
approximately 56.7% of our products are manufactured at these locations.        

An interruption in or the loss of operations at one or more of these    
facilities or failure to maintain our labor force at one or more of these       
facilities could delay or postpone production of our products, which could have 
a material adverse effect on our business, results of operations and financial  
condition until we could secure an alternate source of supply. We cannot assure 
you that any such alternate source of supply could be obtained on reasonable    
terms, or at all.                                                               

WE RELY ON INDEPENDENT CO-PACKERS TO PRODUCE SOME OR MOST OF OUR PRODUCTS       

Currently, independent food manufacturers, who are referred to in our   
industry as co-packers, manufacture many of Hain's product lines. These product 
lines include our Estee-Registered Trademark-, Garden of                        
Eatin'-Registered Trademark-, Hain Pure Foods-Registered Trademark-,            
Kineret-Registered Trademark-, Little Bear Organic Foods-Registered Trademark-, 
Terra Chips-Registered Trademark- (Yukon Gold-Registered Trademark- line),      
Westbrae-Registered Trademark-, and Westsoy-Registered Trademark- product lines.
During the six months ended December 31, 1999, on a pro forma basis as if the   
merger with Celestial had occurred on or prior to July 1, 1999, products        
manufactured for us by co-packers represented approximately 44% of our sales.   

Hain presently obtains:                                                 

    - all of our requirements for non-dairy beverages from five co-packers, four
of which are under contract;                                        

- all of our requirements for rice cakes from two co-packers;           

- all of our cooking oils from one co-packer, which is under contract;  

   - principally all of our tortilla chips from two suppliers, one of which is
under contract;                                                     

- all of our requirements for Terra's Yukon Gold line from one supplier,
which is under contract; and                                        

- the requirements for our canned soups from one supplier.              

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    In addition, H.J. Heinz manufactures the Earth's Best baby food products for
Hain under contract. The loss of one or more co-packers, or our failure to      
retain co-packers for newly acquired products or brands, could delay or postpone
production of our products, which could have a material adverse effect on our   
business, results of operations and financial condition until such time as an   
alternate source could be secured, which may be on less favorable terms.        

Celestial's dietary supplement product line is also manufactured by an  
independent co-packer located in the United States. Celestial believes that     
there are numerous alternative co-packers for this product line available and   
that loss of this current co-packer would not have a material adverse effect on 
our business, results of operations or financial condition.                     

CELESTIAL'S INGREDIENTS ARE SUBJECT TO IMPORT RISK                              

Celestial purchases its ingredients from numerous foreign and domestic  
manufacturers, importers and growers, with the majority of those purchases      
occurring outside of the United States. Celestial maintains long-term           
relationships with most of its suppliers. Purchase arrangements with ingredient 
suppliers are generally made annually in U.S. currency. Purchases are made      
through purchase orders or contracts, and price, delivery terms and product     
specifications vary.                                                            

Celestial's botanical purchasers visit major suppliers around the world 
annually to procure ingredients and to assure quality by observing production   
methods and providing product specifications. Many ingredients are presently    
grown in countries where labor-intensive cultivation is possible, and where     
Celestial often must educate the growers about product standards. Celestial     
performs laboratory analysis on incoming ingredient shipments for the purpose of
assuring that they meet Celestial's quality standards and those of the U.S. Food
and Drug Administration.                                                        

Celestial's ability to ensure a continuing supply of ingredients at     
competitive prices depends on many factors beyond its control, such as foreign  
political situations, embargoes, changes in international and world economic    
conditions, currency fluctuations and unfavorable climatic conditions. Celestial
takes steps and will continue to take steps intended to lessen the risk of an   
interruption of botanical supplies, including identification of alternative     
sources and maintenance of appropriate inventory levels. Celestial has, in the  
past, maintained sufficient supplies for its ongoing operations.                

Celestial's failure to maintain its relationships with its existing     
suppliers or find new suppliers, or continue receiving botanicals meeting       
quality standards from foreign sources could have a material adverse effect on  
our business, results of operations and financial condition following the       
merger.                                                                         

CELESTIAL RELIES PRIMARILY ON A SINGLE SUPPLIER FOR ITS PACKAGING MATERIALS AND 
A SINGLE SUPPLIER FOR ITS WAXED CARTON LINER                                

  Celestial purchases most of its packaging materials domestically. The Fort
James Corporation, a packaging materials supplier, was the largest single       
supplier in 1999. The ability of Celestial to continue its current packaging of 
waxed carton liner depends upon the continued access to waxed carton liner.     
Celestial currently obtains all of its waxed carton liner from a single domestic
supplier. While this supplier has historically been a reliable source of quality
liners, Celestial has recently learned that the supplier is reorganizing in     
bankruptcy. Celestial is currently investigating alternative sources of supply. 
If this supplier ceases to supply liners to Celestial and if Celestial is unable
to obtain a reliable alternative waxed carton liner source, Celestial could be  
forced to reformat its packaging, which could have a material adverse effect on 
our business, results of operations and financial condition following the       
merger.                                                                         

INABILITY TO USE OUR TRADEMARKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR     
BUSINESS                                                                    

   Our inability to use our trademarks could have a material adverse effect on
our business, results of operations and financial condition.                    

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    Hain owns the trademarks for its principal products, including the Arrowhead
Mills-Registered Trademark-, Bearitos-Registered Trademark-,                    
Breadshop's-Registered Trademark-, Casbah-Registered Trademark-,                
DeBoles-Registered Trademark-, Earth's Best-Registered Trademark-,              
Estee-Registered Trademark-, Garden of Eatin'-Registered Trademark-, Hain Pure  
Foods-Registered Trademark-, Health Valley-Registered Trademark-,               
Kineret-Registered Trademark-, Little Bear Organic Foods-Registered Trademark-, 
Nile Spice-Registered Trademark-, Terra-Registered Trademark-,                  
Westbrae-Registered Trademark-, and Westsoy-Registered Trademark- brands.       

Celestial has trademarks for most of its best-selling brands, including 
Sleepytime-Registered Trademark-, Lemon Zinger-Registered Trademark-, Mandarin  
Orange Spice-Registered Trademark-, Red Zinger-Registered Trademark-, Wild Berry
Zinger-Registered Trademark-, Tension Tamer-Registered Trademark-, Country Peach
Passion-Registered Trademark-, and Raspberry Zinger-Registered Trademark-.      
Celestial has made various federal and international filings with respect to its
material trademarks, and intends to keep these filings current and seek         
protection for new trademarks to the extent consistent with business needs.     
Celestial also copyrights certain of its artwork and package designs.           

  We believe that brand awareness is a significant component in a consumer's
decision to purchase one product over another in the highly competitive food and
beverage industry. Our failure to continue to sell our products under our       
established brand names could have a material adverse effect on our business,   
results of operations and financial condition.                                  

OUR PRODUCTS MUST COMPLY WITH GOVERNMENT REGULATION                             

We and our manufacturers, distributors and co-packers are subject to    
extensive regulation by federal, state and local authorities that affect our    
business. The federal agencies governing our business include the Federal Trade 
Commission, The Food and Drug Administration, the United States Department of   
Agriculture and the Occupational Safety and Health Administration. These        
agencies regulate, among other things, the production, sale, safety,            
advertising, labeling of and ingredients used in our products. Under various    
statutes these agencies prescribe the requirements and establish the standards  
for quality, purity and labeling. Among other requirements, the FDA must approve
our products, including a review of the manufacturing processes and facilities  
used to produce these products before these products can be marketed in the     
United States. In addition advertising of our business is subject to regulation 
by the FTC. Our activities are also regulated by state agencies as well as      
county and municipal authorities. We are also subject to the laws of the foreign
jurisdictions in which we sell our products.                                    

  The USDA has proposed certain regulations with respect to organic labeling
and certification. These regulations are currently in a comment period through  
the middle of the second calendar quarter of 2000. Based upon certification by a
third-party organic certifier Hain believes it meets the requirements of the    
USDA as proposed. In addition, new government laws and regulations may be       
introduced in the future that could result in additional compliance costs,      
seizures, confiscation, recall or monetary fines, any of which could prevent or 
inhibit the development, distribution and sale of our products. If we fail to   
comply with applicable laws and regulations, we may be subject to civil         
remedies, including fines, injunctions, recalls or seizures, as well as         
potential criminal sanctions, which could have a material adverse effect on our 
business, results of operations and financial condition.                        

    Celestial is also subject to the Dietary Supplement Health and Education Act
of 1994, or DSHEA, which went into effect in March 1999. DSHEA defines dietary  
supplements as a new category of food, separate from conventional food. DSHEA   
requires specific nutritional labeling requirements for dietary supplements and 
permits substantiated, truthful and non-misleading statements of nutritional    
support to be made in labeling, such as statements describing general well-being
resulting from consumption of a dietary ingredient, or the role of a nutrient or
dietary ingredient in affecting or maintaining a structure or function of the   
body.                                                                           

PRODUCT RECALLS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS            

Manufacturers and distributors of products in the food industry are     
sometimes subject to the recall of their products for a variety of reasons,     
including for product defects such as ingredient contamination, packaging safety
and inadequate labeling disclosure. If any of our products are recalled         

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due to a product defect or for any other reason, we could be required to incur  
the expense of the recall or the expense of any resulting legal proceeding.     
Additionally, if one of our significant brands were subject to recall, the image
of that brand could be harmed, which could have a material adverse effect on our
business, results of operations or financial condition.                         

PRODUCT LIABILITY SUITS, IF BROUGHT, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS                                                                    

If a product liability claim exceeding our insurance coverage were to be
successfully asserted against us, it could have a material adverse effect on our
business, results of operations and financial condition. We cannot assure you   
that such coverage will be sufficient to insure against claims which may be     
brought against us, or that we will be able to maintain such insurance or obtain
additional insurance covering existing or new products. As a marketer of food   
products, we are subject to the risk of claims for product liability. We        
maintain product liability insurance and generally require that our co-packers  
maintain product liability insurance with us as a co-insured.                   

WE RELY ON INDEPENDENT CERTIFICATION FOR A NUMBER OF OUR NATURAL AND SPECIALTY  
FOOD PRODUCTS                                                               

   We rely on independent certificates, such as certifications of our products
as "organic" or "kosher," to differentiate our products in natural and specialty
food categories. The loss of any independent certifications could adversely     
affect Hain's market position as a natural and specialty food company, which    
could have a material adverse effect on our business, results of operations and 
financial condition.                                                            

We must comply with the requirements of independent organizations or    
certification authorities in order to label our product as certified. For       
example, we can lose our "organic" certification if a plant becomes contaminated
with non-organic materials, or if not properly cleaned after a production run.  
In addition, all raw materials must be certified organic. Similarly, we can lose
our "kosher" certification if a plant and raw materials do not meet the         
requirements of the appropriate kosher supervision organization, such as The    
Union of Orthodox Jewish Congregations, The Organized Kashruth Laboratories,    
"KOF-K" Kosher Supervision, Kosher Overseers Associated of America and Upper    
Midwest Kashruth.                                                               

CELESTIAL'S BUSINESS IS SEASONAL AND SUBJECT TO QUARTERLY FLUCTUATIONS          

  Celestial's business consists primarily of manufacturing and marketing hot
tea products and as a result its quarterly results of operations reflect        
seasonal trends resulting from increased demand for its hot tea products in the 
cooler months of the year. Quarterly fluctuations in Celestial's sales volume   
and operating results are due to a number of factors, including the timing of   
trade promotions, advertising and consumer promotions. The impact on sales      
volume and operating results, due to the timing and extent of these factors, can
significantly impact Celestial's business. Thus, as a result of the merger, our 
quarterly results of operations will also reflect seasonal trends.              

OUR OFFICERS AND DIRECTORS AND AN UNAFFILIATED STOCKHOLDER MAY BE ABLE TO       
CONTROL OUR ACTIONS                                                         

Following the merger, our officers, directors and affiliates will own   
approximately 16.0% of our outstanding common stock. Of these officers and      
directors, two of our directors currently serve as a designee and jointly       
appointed designee of an affiliate of H.J. Heinz Company, which owns            
approximately 19.5% of Hain's common stock prior to the merger and has the right
to purchase shares of Hain common stock upon completion of the merger to        
maintain its approximately 19.5% interest, in which case our officers, directors
and affiliates will own 24.9% of our outstanding common stock. Accordingly, our 
officers and directors will be in a position to influence the election of our   
directors and otherwise influence stockholder action.                           

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OUR ABILITY TO ISSUE PREFERRED STOCK MAY DETER TAKEOVER ATTEMPTS                

Our board of directors, upon completion of the merger, is empowered to  
issue, without stockholder approval, preferred stock with dividends,            
liquidation, conversion, voting or other rights which could decrease the amount 
of earnings and assets available for distribution to holders of our common stock
and adversely affect the relative voting power or other rights of the holders of
our common stock. In the event of issuance, the preferred stock could be used as
a method of discouraging, delaying or preventing a change in control. Our       
certificate of incorporation authorizes the issuance of up to 5,000,000 shares  
of "blank check" preferred stock with such designations, rights and preferences 
as may be determined from time to time by our board of directors. Although we   
have no present intention to issue any shares of our preferred stock, we may do 
so in the future under appropriate circumstances.                               

WE DO NOT PAY DIVIDENDS                                                         

  We have not paid any cash dividends on our common stock to date and do not
anticipate declaring or paying any dividends in the foreseeable future.         
Celestial paid dividends in the form of a two-for-one stock split in            
September 1998. Hain's ability to pay dividends is currently restricted by its  
credit facility with its lending banks.                                         

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STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS 

 This joint proxy statement/prospectus contains forward-looking statements
about Hain, Celestial and the combined company which Hain and Celestial believe 
are within the meaning of the Private Securities Litigation Reform Act of 1995. 
Statements in this document that are not historical facts are hereby identified 
as "forward-looking statements" for the purpose of the safe harbor provided by  
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A 
of the Securities Act of 1933, as amended. When used in this document, the words
"anticipates," "believes," "expects," "intends" and similar expressions as they 
relate to Hain, Celestial or the combined company or the management of either   
company are intended to identify such forward-looking statements. In making any 
such statements, we believe that our expectations are based on reasonable       
assumptions. However, any such statement may be influenced by factors that could
cause actual outcomes and results to be materially different from those         
projected. These forward-looking statements are subject to numerous risks and   
uncertainties. There are numerous important factors that could cause actual     
results to differ materially from those in forward-looking statements, some of  
which are beyond the control of Hain, Celestial or the combined company,        
including:                                                                      

- the impact of general economic conditions in the U.S., and industry   
  conditions, including competition and product and raw material prices;

- capital expenditure requirements;                                     

- legislative or regulatory requirements, particularly concerning       
environmental matters;                                              

- interest rates;                                                       

- access to capital markets; and                                        

- consumer preferences.                                                 

The actual results, performance or achievement by Hain, Celestial or the
combined company could differ materially from those expressed in, or implied by,
these forward-looking statements and, accordingly, we cannot assure you that any
of the events anticipated by the forward-looking statements will transpire or   
occur, or if any of them do so, what impact they will have on the results of    
operations and financial condition of Hain, Celestial or the combined company.  

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THE MERGER

GENERAL                                                                         

  We are furnishing this joint proxy statement/prospectus to holders of Hain
common stock and holders of Celestial common stock in connection with the       
solicitation of proxies by Hain's board of directors at a special meeting of its
stockholders and by Celestial's board of directors at a special meeting of its  
stockholders, and at any adjournments or postponements of either stockholders'  
meeting.                                                                        

HAIN'S PROPOSALS                                                                

    At the Hain special stockholders' meeting, Hain will ask its stockholders to
vote on the following proposals:                                                

   - to consider and vote upon the issuance of Hain common stock in connection
     with the merger agreement between Hain and Celestial as described in this
joint proxy statement/prospectus;                                   

 - to change Hain's corporate name to The Hain Celestial Group, Inc. to be
effective upon consummation of the merger;                          

- to increase the authorized number of shares of Hain common stock from 
40 million to 100 million;                                          

- to amend the Hain 1994 Long Term Incentive and Stock Award Plan to    
     (a) increase the number of shares issuable over the term of the plan by 3
      million shares to 6.4 million shares in the aggregate and (b) increase the
upper limit on the number of shares for which options or stock      
appreciation rights may be granted to any participant under the plan
during any calendar year to 1 million shares;                       

- to adopt the Hain 2000 Directors Stock Option Plan; and               

 - to transact such other business as may properly come before the special
meeting.                                                            

CELESTIAL'S PROPOSALS                                                           

At the Celestial special stockholders' meeting, Celestial will ask its  
stockholders to vote on the following proposals:                                

- to approve and adopt the merger agreement and the merger; and         

   - to transact such other business as shall properly come before the special
meeting.                                                            

 The merger agreement provides for the merger of Hain Acquisition Corp., a
wholly owned subsidiary of Hain, with and into Celestial, with Celestial        
surviving the merger and becoming a wholly owned subsidiary of Hain. Each       
stockholder of Celestial will receive 1.265 shares of Hain common stock (and    
cash for fractional shares) for each share of Celestial common stock (including 
associated rights) they own. The merger will become effective in accordance with
the certificate of merger to be filed with the office of the Secretary of State 
of the State of Delaware. We anticipate that the parties will make this filing  
as soon as practicable after the last of the conditions precedent to the merger 
contained in the merger agreement has been satisfied or waived. We have attached
a copy of the merger agreement as Annex A to this document. We urge all         
stockholders of Hain and Celestial to read the merger agreement in its entirety 
because it is the legal document governing the merger.                          

BACKGROUND OF THE MERGER                                                        

The respective board of directors and management of Hain and Celestial  
regularly consider their strategic alternatives as part of their ongoing efforts
to enhance stockholder value. These alternatives have included making strategic 
investments and acquisitions to gain access to greater financial resources and  
marketing capabilities.                                                         

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Hain, a leading marketer, distributor and seller of natural, organic and
specialty foods, had long viewed Celestial, the leader in specialty teas in the 
United States with approximately half of all U.S. herbal tea sales, as a strong 
candidate for a strategic combination. On November 16, 1999, Irwin D. Simon,    
Hain's president and chief executive officer, and Gary M. Jacobs, Hain's chief  
financial officer, met with Mo Siegel, Celestial's founder and chairman of its  
board, and James P. Kelley, a Celestial director, to discuss a possible         
transaction. On December 3, 1999, Mr. Simon, Mr. Jacobs and a representative of 
Bear Stearns met with Mr. Siegel, Mr. Kelley and Mr. Ronald Davis, a Celestial  
director, in Denver, Colorado. At this meeting, Hain outlined its initial       
proposal for a pooling-of-interests transaction, in which shares of Hain common 
stock would be exchanged for shares of Celestial common stock. On December 21,  
1999, Hain and Celestial signed a confidentiality agreement.                    

 On January 4, 2000, at the offices of Bear Stearns in New York City, Hain
and Celestial presented each other with overviews of their respective           
businesses, and preliminary discussions regarding a potential combination were  
held. Management from both sides agreed to pursue initial due diligence. During 
the next few weeks, senior management of both companies discussed their         
respective operations and the expected benefits of a merger of the two          
companies, and both sides made available business, product, financial, and legal
information, among other items. On February 1, 2000, the Hain board held a      
telephonic meeting to discuss the progress of due diligence. At this time, Bear 
Stearns discussed the structure of the proposed transaction and Celestial's     
historical and projected financial performance. The Hain board then authorized  
management to pursue more detailed due diligence discussions with Celestial. The
following day, the Celestial board met and similarly authorized its management, 
and Goldman Sachs presented its preliminary analysis of the transaction to the  
Celestial board.                                                                

 Over the next few weeks, data rooms were established in both New York and
Boulder, Colorado, and extensive due diligence was performed by the financial,  
legal and tax advisors of both Hain and Celestial. Also during this period, the 
merger agreement was negotiated among Celestial, Hain and their respective      
advisors. Discussions included the exchange ratio, the conditions under which   
the termination fees would be paid, the number and identity of prospective board
members of the combined companies and the roles of Mr. Simon and Mr. Siegel in  
the combined company. On February 18, 28, and 29, 2000, Celestial's board met to
review the status of the ongoing negotiations and consulted with Celestial's    
legal, accounting and investment advisors. On February 24, 2000, Hain's board   
held a telephonic meeting with its advisors, at which Hain's management reported
on the status of its ongoing discussions with Celestial and reviewed the        
remaining open due diligence and transaction issues.                            

 On March 2, 2000, the Hain board held a telephonic meeting to discuss the
merger; the terms of the merger agreement, including the proposed exchange ratio
of 1.265 shares of Hain common stock for each share of Celestial common stock;  
termination fees; the number and identity of the new board members; and the     
roles of Mr. Simon and Mr. Siegel in the combined company. Representatives of   
Bear Stearns and Hain's legal and accounting advisors attended the meeting. At  
the meeting, Bear Stearns delivered its oral opinion, which was subsequently    
confirmed by delivery of a written opinion dated March 5, 2000 that, as of the  
date of the written opinion and subject to the assumptions, qualifications and  
limitations set forth in the written opinion, the exchange ratio was fair, from 
a financial point of view, to Hain. The Hain board gave specific consideration  
to the proposed name of the combined company, the number of Celestial           
representatives who would join the combined company's board, and the role of    
Mr. Siegel. It was decided that the combined company's name would be The Hain   
Celestial Group, Inc., that Celestial would designate three of eleven board     
seats of the combined company, and that Mr. Siegel would be given the title of  
vice chairman. The Hain board also voted unanimously to elect Mr. Simon as the  
new chairman and then approved the merger agreement, pending the resolution of  
certain outstanding points, and authorized final negotiations by Hain and its   
advisors.                                                                       

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    On March 4, 2000, the Celestial board met and approved the merger agreement,
subsequent to receiving reports from Celestial's legal and investment advisors  
and subject to resolution of outstanding issues. At the request of the Celestial
board, each of Mr. Simon and Mr. Siegel entered into voting agreements under    
which they agreed to vote their shares in favor of the merger. At this meeting, 
Goldman Sachs rendered its oral opinion (which was subsequently confirmed in    
writing) that, as of the date of the opinion, the exchange ratio was fair from a
financial point of view to the holders of Celestial common stock. In addition,  
in recognition of the extensive time and effort required for Celestial's        
non-employee directors in connection with the merger discussions, Celestial     
authorized a $15,000 cash payment to each non-employee director. The merger     
agreement was finalized and signed on March 5, 2000.                            

CONSIDERATIONS OF HAIN'S BOARD OF DIRECTORS                                     

   The Hain board considered a number of factors in recommending and approving
the merger. Hain's management believes that the merger brings together two of   
the most important and fastest growing companies in the natural and organic and 
beverage sector. Hain is a leading marketer of natural, organic and specialty   
foods, and Celestial is the largest producer of specialty teas. Both companies  
share a common vision, possess experienced and effective management teams, and  
have built effective sales and marketing organizations to promote specialty food
products through different distribution channels. The principal benefits of the 
merger for Hain are expected to include:                                        

 - ADDS THE MARKET LEADER IN THE SPECIALTY TEAS CATEGORY TO HAIN'S PRODUCT
   PORTFOLIO. As one of the most recognizable food brands, Celestial has a
    50% market share in herbal teas and a 32% share in the broader specialty
     teas category. The transaction will build upon Hain's leading position in
    natural foods, in which it currently maintains major shares in 12 of the
      top 15 categories, by adding the leader in the third largest natural foods
category to its portfolio. Moreover, with sales in 1999 of over     
   $100 million, Celestial teas also would be Hain's largest product line.

 - EXPANDS DISTRIBUTION POTENTIAL. Hain distributes its products primarily
    through natural foods stores, whereas Celestial has a strong presence in
  the grocery and mass retail channels. The merger is expected to enable
     both companies to access the other's distribution strengths, allowing for
      both increased penetration in natural foods stores through broader product
  offerings and greater cross-selling potential through expansion of the
sales forces in both the grocery and food service channels.         

    - LEVERAGES HAIN'S RELATIONSHIP WITH H.J. HEINZ. Hain is expected to utilize
 the powerful manufacturing and distribution platform of H.J. Heinz to
   increase distribution of Celestial's teas internationally as well as in
the food service channel, where Celestial's products currently are  
    under-represented. Broader distribution in these channels, combined with
  H.J. Heinz's expertise in supply chain management, offers Hain greater
revenue growth opportunities going forward.                         

    - EXPECTED OPERATING SYNERGIES. The proposed merger is expected to result in
significant operating synergies, including elimination of certain   
      duplicative costs such as: sales/marketing costs, company-wide operational
      functions, natural foods and grocery brokerage commissions, public company
  fees and trade spending. Furthermore, the above-mentioned expansion of
      distribution potential and the opportunity to leverage Hain's relationship
  with H.J. Heinz could lead to significant growth at the revenue level.

   - GREATER FINANCIAL RESOURCES TO PURSUE FURTHER GROWTH OPPORTUNITIES. As of
    December 31, 1999, Hain had $49.8 million in indebtedness, stockholders'
    equity of $222.4 million and $1.1 million in cash and investments, while
   Celestial had approximately $9.8 million in indebtedness, stockholders'
equity of $58.2 million and $2.0 million in cash and investments. We
   believe the combined company will be able to finance the acquisition of
 other companies and/or brands and allow the pursuit of larger company
and/or brand acquisitions than neither company could pursue alone.  

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   - INCREASED INVESTOR PROFILE AND LIQUIDITY. Hain's management believes that
   the combined company will benefit from a wider stockholder base, larger
float and greater liquidity.                                        

- QUALITY MANAGEMENT TEAM. Hain's management recognizes the depth and   
      breadth of experience in the specialty tea business that the management of
Celestial possesses.                                                

  In view of the number and wide variety of factors considered in connection
with its evaluation of the merger, and the complexity of these matters, Hain's  
board did not find it practicable to, nor did it attempt to, quantify, rank or  
otherwise assign relative weights to the specific factors it considered. In     
addition, the Hain board did not undertake to make any specific determination as
to whether any particular factor was favorable or unfavorable to the board of   
directors' ultimate determination or assign any particular weight to any factor.
Instead, it conducted an overall analysis of the factors described above,       
including thorough discussions with Hain's management and management's analysis 
of the proposed merger based on information received from Hain's legal,         
financial and accounting advisors. In considering the factors described above,  
individual members of the Hain board may have given different weight to         
different factors. Hain's board considered all of these factors as a whole, and 
considered the factors overall to be favorable to and to support its            
determination.                                                                  

   In addition to the above mentioned factors, consideration was also given by
the Hain board to the risk factors associated with the merger. Please refer to  
the section entitled "Risk Factors" for a discussion of these risk factors.     

RECOMMENDATION OF HAIN'S BOARD OF DIRECTORS                                     

   HAIN'S BOARD OF DIRECTORS BELIEVES THAT THE TERMS OF THE MERGER ARE FAIR TO
AND IN THE BEST INTERESTS OF HAIN AND ITS STOCKHOLDERS AND UNANIMOUSLY          
RECOMMENDS TO ITS STOCKHOLDERS THAT THEY VOTE "FOR" THE PROPOSALS TO:           

- issue Hain common stock in the merger;                                

   - amend Hain's certificate of incorporation to change Hain's corporate name
to The Hain Celestial Group, Inc.;                                  

- amend Hain's certificate of incorporation to increase the authorized  
number of shares of Hain common stock from 40 million to 100 million
shares;                                                             

- amend the Hain 1994 Long Term Incentive and Stock Award Plan to       
   (a) increase the number of shares issuable over the term of the plan by
     3 million shares to 6.4 million shares, in the aggregate and (b) increase
the upper limit on the number of shares for which options or stock  
appreciation rights may be granted to any participant under the plan
during any calendar year to 1 million shares; and                   

- adopt the Hain 2000 Directors Stock Option Plan.                      

CONSIDERATIONS OF CELESTIAL'S BOARD OF DIRECTORS                                

At its meeting on March 4, 2000, Celestial's board voted unanimously to 
enter into the merger agreement and to recommend that Celestial stockholders    
vote to approve the merger and the merger agreement.                            

In the course of reaching its decision to adopt the merger agreement,   
Celestial's board consulted with Celestial's management, as well as its outside 
legal counsel, accounting advisor and financial advisor, and carefully          
considered the following material factors:                                      

- information concerning the business, earnings, operations, competitive
   position and prospects of Celestial and Hain both individually and on a
      combined basis including, but not limited to, the compatibility of the two
companies' products and operations, the potential efficiencies, cost
      savings and other combination benefits or collective synergies expected to
be realized as a result                                             

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    of the consolidation of Celestial's and Hain's operations as well as the
Celestial board's own knowledge of Celestial and Hain;              

- analyses and other information with respect to Celestial and Hain and 
current industry and economic conditions and trends presented to    
Celestial's board by management, including, without limitation, a   
  discussion of the complementary nature of the distribution channels of
Celestial and Hain;                                                 

    - the presentations of Goldman Sachs at the Celestial board meetings held on
 February 2, February 18 and March 4, 2000, and the opinion of Goldman
   Sachs dated March 5, 2000 to the effect that, as of the date of Goldman
Sachs' opinion, the exchange ratio for the merger was fair to the   
   Celestial stockholders from a financial point of view. The full text of
Goldman Sachs' opinion, which sets forth assumptions made, matters  
  considered and limitations on the review undertaken in connection with
     Goldman Sachs' opinion, is attached hereto as Annex E and is incorporated
    by reference in this joint proxy statement/prospectus. We urge Celestial
stockholders to read Goldman Sachs' opinion in its entirety;        

- the amount and form of the consideration to be received by Celestial  
stockholders in the merger and information on the historical trading
ranges of Celestial common stock and Hain common stock;             

  - that the merger would provide Celestial stockholders with an opportunity
 to receive a premium over the market price for their Celestial common
stock;                                                              

    - that the board believed premium to be received by Celestial's stockholders
 was the maximum value Celestial's stockholders could obtain for their
shares and the maximum value Hain was prepared to pay for Celestial;

- that the merger would further Celestial's long-term strategic plan of 
  combining Celestial's tea business with other natural foods brands and
  that, as a result of the merger, Celestial's stockholders would have a
stake in a larger company focused on natural foods products;        

- that the transaction will provide Celestial stockholders with an      
   opportunity to hold a more liquid stock in a significantly larger, more
    diversified company. Celestial stockholders will own approximately 36.7%
of the combined entity and the merger will provide them with the    
   opportunity to share in the combined company's long-term growth and any
synergies realized as a result of the merger. In addition, the board
     believed that employees of Celestial could benefit from expanded business
  opportunities due to Celestial's premier facilities becoming part of a
combined company that is a leader in the natural foods industry;    

  - the conditions to the merger agreement that the merger will be accounted
 for under the pooling-of-interests method of accounting and will be a
   tax-free transaction for U.S. federal income tax purposes, as described
   under the sub-headings "--Accounting Treatment" and "--Material Federal
Income Tax Consequences of the Merger";                             

    - the role that Celestial's current management and board is expected to play
  in the management of the combined company and the intention of Hain to
maximize the management resources at both companies;                

- a detailed review and analysis of potential transactions with third   
      parties and the belief that no party other than Hain was a likely buyer of
 Celestial at a premium that was superior to that offered by Hain; and

  - the interests that the executive officers and directors of Celestial may
have in connection with the merger that may be different from, or in
    addition to, their interests as stockholders of Celestial generally, see
"Interests of Insiders in the Merger."                              

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  In view of the number and wide variety of factors considered in connection
with its evaluation of the merger, and the complexity of these matters,         
Celestial's board did not find it practicable to, nor did it attempt to,        
quantify, rank or otherwise assign relative weights to the specific factors it  
considered. In addition, the Celestial board did not undertake to make any      
specific determination as to whether any particular factor was favorable or     
unfavorable to the board of directors' ultimate determination or assign any     
particular weight to any factor, but rather conducted an overall analysis of the
factors described above, including through discussions with and questioning of  
Celestial's management and management's analysis of the proposed merger based on
information received from Celestial's legal, financial and accounting advisors. 
In considering the factors described above, individual members of the Celestial 
board may have given different weight to different factors. Celestial's board   
considered all these factors as a whole, and overall considered the factors to  
be favorable to and to support its determination.                               

RECOMMENDATION OF CELESTIAL'S BOARD OF DIRECTORS                                

CELESTIAL'S BOARD OF DIRECTORS BELIEVES THAT THE TERMS OF THE MERGER ARE
FAIR TO AND IN THE BEST INTERESTS OF CELESTIAL AND ITS STOCKHOLDERS AND         
UNANIMOUSLY RECOMMENDS TO ITS STOCKHOLDERS THAT THEY VOTE "FOR" THE PROPOSAL TO 
APPROVE AND ADOPT THE MERGER AND THE MERGER AGREEMENT.                          

ACCOUNTING TREATMENT                                                            

    The merger will be accounted for under the "pooling-of-interests" accounting
method, whereby the assets and liabilities of Celestial will be carried forward 
to Hain at their historical recorded basis. Results of operations of Hain will  
include the results of both Hain and Celestial for the entire fiscal year in    
which the merger occurs. The reported balance sheet amounts and results of      
operations of the separate companies for prior periods will be restated, as     
appropriate, to reflect the financial position and results of operations for    
Hain combined with Celestial. We present these restated amounts under the       
heading "Unaudited Pro Forma Combined Condensed Financial Statements."          

The merger is conditioned upon:                                         

 - the receipt by Hain of a letter from Ernst & Young LLP, dated as of the
    effective time of the merger and addressed to Hain, stating that Ernst &
Young LLP believes that the transaction contemplated by the merger  
   agreement, should be treated as a "pooling-of-interests" transaction in
      conformity with U.S. generally accepted accounting principles as described
  in Accounting Principles Board Opinion No. 16 and applicable rules and
regulations of the SEC; and                                         

    - such letter not having been withdrawn or modified in any material respect.

Similarly, the merger is also conditioned upon:                         

    - Celestial having received a letter from Deloitte & Touche LLP, dated as of
     the effective time of the merger and addressed to Celestial, stating that
      Deloitte & Touche LLP believes that in the transaction contemplated by the
merger agreement, Celestial will qualify as a party to a            
"pooling-of-interests" transaction in conformity with U.S. generally
      accepted accounting principles as described in Accounting Principles Board
Opinion No. 16 and applicable rules and regulations of the SEC; and 

    - such letter not having been withdrawn or modified in any material respect.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER                          

The following discussion summarizes the material United States federal  
income tax consequences of the merger. This discussion is based on the Internal 
Revenue Code of 1986, as amended, applicable Treasury regulations,              
administrative interpretations and court decisions as in effect as of the date  
of this joint proxy statement/prospectus, all of which may change, possibly with
retroactive effect.                                                             

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    This discussion does not address all aspects of United States federal income
taxation that may be important to a Celestial stockholder in light of that      
stockholder's particular circumstances or to a Celestial stockholder subject to 
special rules, such as:                                                         

  - a nonresident alien individual, foreign corporation or foreign estate or
trust;                                                              

 - a stockholder who does not hold its Celestial common stock as a capital
asset;                                                              

- a financial institution or insurance company;                         

- a tax-exempt organization;                                            

- a dealer or broker in securities;                                     

- a partnership or other pass-through entity, or an investor in a       
partnership or other pass-through entity;                           

 - a stockholder that holds its Celestial common stock as part of a hedge,
  appreciated financial position, straddle or conversion transaction; or

- a stockholder who acquired its Celestial common stock pursuant to the 
exercise of options or otherwise as compensation.                   

   TAX OPINIONS.  Hain has received an opinion of Cahill Gordon & Reindel, and
Celestial has received an opinion of Bartlit Beck Herman Palenchar & Scott      
(together with Cahill Gordon & Reindel, "tax counsel"), each dated as of the    
date of this joint proxy statement/prospectus, that, based on the law as of that
date:                                                                           

- the merger will be treated for federal income tax purposes as a       
reorganization within the meaning of Section 368(a) of the Internal 
Revenue Code;                                                       

- Hain, its merger subsidiary and Celestial will each be a party to that
reorganization within the meaning of Section 368(b) of the Internal 
Revenue Code; and                                                   

   - as a result of the merger, no gain or loss will be recognized for federal
    income tax purposes by any stockholder of Celestial (except with respect
to any cash received for a fractional share of Hain).               

It is a condition to the obligation of each of Hain and Celestial to    
complete the merger that the relevant tax counsel confirm its opinion as of the 
closing date. Neither Hain nor Celestial intends to waive this condition.       

  The opinions of tax counsel regarding the merger have each relied, and the
confirmation opinions regarding the merger as of the closing date will each     
rely, on (1) representations and covenants made by Hain and Celestial, including
those contained in certificates of officers of Hain and Celestial, and          
(2) specified assumptions, including an assumption regarding the completion of  
the merger in the manner contemplated by the merger agreement. In addition, the 
opinions of tax counsel have assumed, and tax counsel's ability to provide the  
closing date opinions will depend on, the absence of changes in existing facts  
or in law between the date of this joint proxy statement/prospectus and the     
closing date. If any of those representations, covenants or assumptions are     
inaccurate, tax counsel may not be able to provide one or more of the required  
closing date opinions. In addition, the tax consequences of the merger could    
differ from those described in the opinions that tax counsel have delivered. Tax
counsel's opinions neither bind the IRS nor preclude the IRS or the courts from 
adopting a contrary position. Neither Hain nor Celestial intends to obtain a    
ruling from the IRS on the tax consequences of the merger.                      

    The discussion that follows is based on the opinions of tax counsel that are
described above.                                                                

   FEDERAL INCOME TAX TREATMENT OF THE MERGER.  The merger will be treated for
federal income tax purposes as a reorganization within the meaning of           
Section 368(a) of the Internal Revenue Code, and Hain, its merger subsidiary and
Celestial will each be a party to that reorganization within the meaning        

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of Section 368(b) of the Internal Revenue Code. None of Hain, its merger        
subsidiary or Celestial will recognize any gain or loss for federal income tax  
purposes as a result of the merger.                                             

FEDERAL INCOME TAX CONSEQUENCES TO CELESTIAL STOCKHOLDERS.  For federal 
income tax purposes:                                                            

- A holder of Celestial common stock will not recognize any gain or loss
   upon exchange in the merger of its shares of Celestial common stock for
shares of Hain common stock;                                        

- When a holder of Celestial common stock receives cash instead of a    
   fractional share of Hain's common stock, the holder will be required to
    recognize gain or loss, measured by the difference between the amount of
     cash received instead of that fractional share and the portion of the tax
     basis of that holder's shares of Celestial common stock allocable to that
      fractional share. This gain or loss will be capital gain or loss, and will
    be long-term capital gain or loss if the share of Celestial common stock
      exchanged for that fractional share of Hain common stock was held for more
than one year at the effective time of the merger;                  

- A holder of Celestial common stock will have a tax basis in the Hain  
 common stock received in the merger equal to (1) the tax basis of the
 Celestial common stock surrendered by that holder in the merger, less
(2) any tax basis of the Celestial common stock surrendered that is 
    allocable to any fractional share of Hain common stock for which cash is
received;                                                           

 - The holding period for shares of Hain common stock received in exchange
for shares of Celestial common stock in the merger will include the 
      holding period for the shares of Celestial common stock surrendered in the
merger; and                                                         

  - Certain noncorporate holders of Celestial common stock may be subject to
 backup withholding at a 31% rate on payments made with respect to the
     merger if the holder fails to provide an accurate taxpayer identification
number and other information or is otherwise subject to backup      
 withholding. The amount of any backup withholding from a payment to a
holder will be allowed as a credit against the holder's U.S. federal
income tax liability.                                               

 FEDERAL INCOME TAX CONSEQUENCES TO HAIN STOCKHOLDERS.  For federal income
tax purposes, holders of Hain common stock will not recognize gain or loss as a 
result of the merger.                                                           

  This discussion of material federal income tax consequences is intended to
provide only a general summary, and is not a complete analysis or description of
all potential federal income tax consequences of the merger. This discussion    
does not address tax consequences that may vary with, or are contingent on,     
individual circumstances. In addition, it does not address any non-income tax or
any foreign, state or local tax consequences of the merger. ACCORDINGLY, WE     
STRONGLY ENCOURAGE EACH CELESTIAL STOCKHOLDER TO CONSULT HIS OR HER OWN TAX     
ADVISOR TO DETERMINE THE PARTICULAR UNITED STATES FEDERAL, STATE, LOCAL OR      
FOREIGN INCOME OR OTHER TAX CONSEQUENCES TO THE STOCKHOLDER OF THE MERGER.      

REGULATORY MATTERS                                                              

We will obtain all material regulatory approvals required to permit     
completion of the merger from the applicable U.S. regulatory authorities,       
including the antitrust authorities in the United States.                       

 The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the rules and regulations promulgated under that Act, prohibited Hain and       
Celestial from consummating the merger until they notified and furnished        
information to the FTC and the Antitrust Division of the United States          
Department of Justice and specified waiting period requirements were satisfied. 
On March 17, 2000, in connection with the merger, Hain and Celestial each filed 
with the FTC and the Antitrust Division a Notification and Report Form under the
Hart-Scott-Rodino Act. The applicable waiting period under the Hart-Scott-Rodino
Act relating to the merger was terminated on April 6, 2000.                     

Notwithstanding the expiration of the waiting period under the          
Hart-Scott-Rodino Act relating to the merger, at any time before or after the   
completion of the merger, either the Antitrust Division or the FTC could take   
any action under the antitrust laws as it deems necessary or desirable in the   
public                                                                          

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interest, including seeking to enjoin the completion of the merger or seeking   
the divestiture of substantial assets of Hain or Celestial. Private parties and 
the state attorneys general may also bring actions under the U.S. antitrust laws
depending on the circumstances. Although Hain and Celestial believe that the    
merger is legal under the U.S. antitrust laws, there can be no assurance that a 
challenge to the merger on antitrust grounds will not be made or if such a      
challenge is made, that it would not be successful.                             

NO APPRAISAL OR DISSENTERS' RIGHTS                                              

    Under the applicable provisions of the Delaware General Corporation Law (the
DGCL), neither Hain's nor Celestial's stockholders will be entitled to          
dissenters' rights or appraisal in connection with the merger. Section 262 of   
the DGCL provides stockholders with appraisal rights for certain mergers and    
consolidations. Appraisal rights are not available to holders of (i) shares     
listed on a national securities exchange, designated as a national market system
security on an inter-dealer quotation system by the NASD, or held of record by  
more than 2,000 stockholders or (ii) shares of the surviving corporation of the 
merger, if the merger did not require the approval of the stockholders of such  
corporation, unless in either case, the holders of such stock required pursuant 
to the merger to accept anything other than (A) shares of stock of the surviving
corporation, (B) shares of stock of another corporation which are also listed on
a national securities exchange, designated as a national market system security 
on an inter-dealer quotation system by the NASD, or held by more than 2,000     
holders or (C) cash in lieu of fractional shares of such stock. As long as Hain 
common stock is listed on the Nasdaq National Market, the provisions of         
Section 262 of the DGCL will not apply to holders of shares of Hain or Celestial
common stock.                                                                   

FEDERAL SECURITIES LAWS CONSEQUENCES; STOCK TRANSFER RESTRICTION AGREEMENTS     

    This joint proxy statement/prospectus does not cover any resales of the Hain
common stock to be received by Celestial's stockholders upon completion of the  
merger, and no person is authorized to make any use of this document in         
connection with any such resale.                                                

    All Hain common stock that Celestial stockholders receive in the merger will
be freely transferable, with the exception of the Hain common stock received by 
persons who are deemed to be "affiliates" of Celestial under the Securities Act,
at the time of the Celestial stockholders' meeting. These "affiliates" may only 
sell their Hain common stock in transactions permitted by Rule 145 under the    
Securities Act or as otherwise permitted under the Securities Act. Persons who  
may be deemed to be affiliates of Celestial for such purposes generally include 
individuals or entities that control, are controlled by, or are under common    
control with, Celestial and may include some officers, directors and principal  
stockholders of Celestial. The merger agreement requires Celestial to use       
commercially reasonable efforts to deliver or cause to be delivered to Hain on  
or prior to the effective time of the merger from each of those affiliates an   
executed letter agreement to the effect that those persons will not offer or    
sell or otherwise dispose of any Hain common stock issued to them in the merger 
(i) in violation of the Securities Act or (ii) until after such time as results 
covering at least 30 days of post-merger combined operations of Hain and        
Celestial have been published.                                                  

RIGHT TO PURCHASE SHARES OF HAIN COMMON STOCK BY AN AFFILIATE OF H.J. HEINZ     
COMPANY                                                                     

   Under an agreement that Hain entered with an affiliate of the H.J. Heinz in
September 1999, the affiliate of H.J. Heinz has the right to purchase shares of 
Hain common stock upon completion of the merger to maintain its approximately   
19.5% interest in Hain. If the H.J. Heinz affiliate exercises this right in     
full, Hain will issue approximately 2.6 million additional shares of Hain common
stock to the H.J. Heinz affiliate at the time of the merger and Celestial       
stockholders will own approximately 33.8% of the outstanding Hain common stock  
after the merger.                                                               

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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 

  On March 5, 2000, Hain and Celestial entered into an agreement and plan of
merger. Under the agreement, Hain is to issue 1.265 shares of Hain common stock 
for every share of common stock of Celestial. The merger is subject to, among   
other things, regulatory approval and the approval by stockholders of both Hain 
and Celestial. The transaction, which is intended to be accounted for as a      
pooling-of-interests transaction, is expected to be consummated on May 30, 2000.

  The following unaudited pro forma combined condensed financial information
gives effect to the merger using the pooling-of-interests method of accounting, 
after giving effect to the pro forma adjustments described in the accompanying  
notes. The unaudited pro forma combined condensed financial information should  
be read in conjunction with the audited historical consolidated financial       
statements and related notes thereto of Hain, Celestial and NNG, which was      
acquired by Hain on May 18, 1999 under the purchase method of accounting, which 
are incorporated by reference into this joint proxy statement/prospectus.       

The unaudited pro forma combined condensed balance sheet data as of     
December 31, 1999 gives effect to the merger as if it had occurred on           
December 31, 1999, and combines Hain's consolidated balance sheet as of         
December 31, 1999 with Celestial's consolidated balance sheet as of             
December 31, 1999. Since the fiscal years for Hain and Celestial differ, the    
unaudited pro forma combined condensed statements of operations combine Hain's  
consolidated statements of operations for the six-month periods ended           
December 31, 1999 and 1998 and fiscal years ended June 30, 1999, 1998 and 1997  
with Celestial's six-month periods ended December 31, 1999 and 1998 and fiscal  
years ended September 30, 1999, 1998 and 1997, respectively. It is expected that
upon the completion of the merger, Celestial will change its fiscal year to     
coincide with Hain's.                                                           

In addition, the unaudited pro forma combined condensed statements of   
operations are presented to give effect to the acquisition of NNG on May 18,    
1999 by Hain which was accounted for under the purchase method of accounting.   
The pro forma combined condensed statements of operations are presented to also 
include the historical and pro forma adjusted information of Sahara Natural     
Foods, Inc. ("Sahara"), which NNG acquired on January 12, 1999 under the        
purchase method of accounting (collectively, Hain's acquisition of NNG and the  
NNG acquisition of Sahara are referred to as the "NNG Acquisition"). The        
pro-forma combined condensed statements of operations for the six-month period  
ended December 31, 1998 and also for the year ended June 30, 1999 assumes that  
the NNG Acquisition had been consummated on July 1, 1998.                       

  The selected pro forma combined financial data for the year ended June 30,
1999 and six-month period ended December 31, 1999 include certain non-recurring 
charges recorded by Celestial. These nonrecurring charges relate to a product   
return program ($9.1 million) and stockholder lawsuit settlement                
($1.2 million). In addition, the selected pro forma combined financial data for 
the year ended June 30, 1999 and six-month period ended December 31, 1998       
include the results of operations as if the NNG Acquisition had occurred        
July 1, 1998. Hain management has achieved significant cost synergies and       
savings with the NNG Acquisition, however, in accordance with the rules for     
presentation of pro forma financial information, no effect to such cost savings 
has been included herein. In addition, the NNG historical results include       
certain restructuring charges for the year ended June 30, 1999 ($1.2 million)   
and six-month period ended December 31, 1998 ($.7 million) that will not        
continue following the NNG Acquisition.                                         

 The pro forma combined condensed financial statements are not necessarily
indicative of the results of operations or the financial position, which would  
have occurred, had the Celestial merger and the NNG Acquisition been consummated
at such times, nor are they necessarily indicative of future results of         
operations or financial position. The allocation of the purchase price of NNG is
preliminary and does not reflect the fair value adjustments to the NNG assets   
and liabilities, since such amounts                                             

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UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS (CONTINUED) 

have not been finalized and have been estimated at this time. We will determine 
the fair value of NNG's assets and liabilities through independent appraisals,  
which will include appraisals of machinery and equipment, patents, trademarks   
and trade names. The unaudited pro forma combined condensed financial statements
should be read in conjunction with the historical consolidated financial        
statements of Hain, Celestial and NNG including the notes thereto, incorporated 
by reference in this joint proxy statement/prospectus.                          

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PRO FORMA COMBINED CONDENSED BALANCE SHEET

DECEMBER 31, 1999 

AMOUNTS IN THOUSANDS
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                    HISTORICAL                  PRO FORMA          
                                               ---------------------   --------------------------- 
                                                 HAIN     CELESTIAL    ADJUSTMENTS        COMBINED 
                                               --------   ----------   -----------        -------- 
                                                                                                   
ASSETS                                                                                             
Current assets:                                                                                    
  Cash and cash equivalents................... $  1,055   $    1,995                      $  3,050 
  Trade accounts receivable, net..............   24,185       23,150                        47,335 
  Inventories.................................   35,726        9,626                        45,352 
  Deferred income taxes.......................                 2,576                         2,576 
  Other current assets........................    2,846        3,200                         6,046 
                                               --------   ----------     --------         -------- 
    TOTAL CURRENT ASSETS......................   63,812       40,547                       104,359 

Property, plant and equipment, net............   17,376       24,110                        41,486 
Goodwill and other intangible assets, net.....  214,243       17,446                       231,689 
Deferred income taxes.........................    3,431          292                         3,723 
Other assets..................................    2,063        4,822     $   (543)(11)       6,342 
Unamortized financing costs...................    3,321                       543 (11)       3,864 
                                               --------   ----------     --------         -------- 
    TOTAL ASSETS.............................. $304,246   $   87,217     $      0         $391,463 
                                               ========   ==========     ========         ======== 
LIABILITIES AND STOCKHOLDERS' EQUITY                                                               
Current liabilities:                                                                               
  Accounts payable and accrued expenses....... $ 28,991   $    8,519     $ 15,000 (12)    $ 62,586 
                                                                            9,992 (13)             
                                                                               84 (13)             
  Accrued liabilities and wages...............                 9,992       (9,992)(13)           0 
  Accrued interest............................                    84          (84)(13)           0 
  Current portion of long-term debt...........   12,261          392                        12,653 
  Income taxes payable........................    3,059          638                         3,697 
                                               --------   ----------     --------         -------- 
    TOTAL CURRENT LIABILITIES.................   44,311       19,625       15,000           78,936 
Long-term debt, less current portion..........   37,578        9,395                        46,973 
                                               --------   ----------     --------         -------- 
    TOTAL LIABILITIES.........................   81,889       29,020       15,000          125,909 
                                               --------   ----------     --------         -------- 
STOCKHOLDERS' EQUITY:                                                                              
  Common stock................................      182           84          (84)(14)         288 
                                                                              106 (14)             
  Additional paid in capital..................  199,203       35,865      (35,865)(14)     235,046 
                                                                           35,843 (14)             
  Retained earnings...........................   23,247       22,423      (15,000)(12)      30,670 
  Treasury stock..............................     (275)        (175)                         (450)
                                               --------   ----------     --------         -------- 
    TOTAL STOCKHOLDERS' EQUITY................  222,357       58,197      (15,000)         265,554 
                                               --------   ----------     --------         -------- 
    TOTAL LIABILITIES AND STOCKHOLDERS'                                                            
      EQUITY.................................. $304,246   $   87,217     $      0         $391,463 
                                               ========   ==========     ========         ======== 

See notes to unaudited pro forma combined condensed financial statements. 

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED DECEMBER 31, 1999

AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                          HISTORICAL             PRO FORMA        
                                                     --------------------  ---------------------- 
                                                       HAIN     CELESTIAL  ADJUSTMENTS   COMBINED 
                                                     --------   ---------  -----------   -------- 
                                                                                                  
Net sales..........................................  $149,086    $55,529                 $204,615 
Cost of sales......................................    87,904     27,177                  115,081 
                                                     --------    -------      -----      -------- 
Gross profit.......................................    61,182     28,352                   89,534 
                                                     --------    -------      -----      -------- 
Selling, general and administrative expenses.......    41,262     29,023                   70,285 
Amortization of goodwill and other intangibles.....     2,710        587                    3,297 
                                                     --------    -------      -----      -------- 
                                                       43,972     29,610                   73,582 
                                                     --------    -------      -----      -------- 
Operating income (loss)............................    17,210     (1,258)                  15,952 
                                                     --------    -------      -----      -------- 
Other income.......................................       753                                 753 
Interest expense...................................    (3,675)      (275)                  (3,950)
Amortization of deferred financing costs...........      (310)      (106)                    (416)
                                                     --------    -------      -----      -------- 
                                                       (3,232)      (381)                  (3,613)
                                                     --------    -------      -----      -------- 
Income (loss) before income taxes and cumulative                                                  
  change in accounting principle, net of income tax                                               
  benefit..........................................    13,978     (1,639)                  12,339 
Provision (benefit) for income taxes...............     6,290     (1,258)                   5,032 
                                                     --------    -------      -----      -------- 
Income (loss) before cumulative change in                                                         
  accounting principle, net of income tax                                                         
  benefit..........................................  $  7,688    $  (381)                $  7,307 
                                                     ========    =======      =====      ======== 
Earnings (loss) per common share before cumulative                                                
  change in accounting principle, net of income tax                                               
  benefit:                                                                                        
  Basic............................................  $   0.47    $ (0.05)                $   0.27 
                                                     ========    =======      =====      ======== 
  Diluted..........................................  $   0.43    $ (0.05)                $   0.25 
                                                     ========    =======      =====      ======== 
Common equivalent shares weighted:                                                                
  Basic............................................    16,184      8,358      2,212(10)    26,744 
  Diluted..........................................    17,835      8,810      2,335(10)    28,982 

See notes to unaudited pro forma combined condensed financial statements. 

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                                                    PRO FORMA 
                                          HISTORICAL             PRO FORMA                          COMBINED  
                                     --------------------  ----------------------       NNG         WITH NNG  
                                       HAIN     CELESTIAL  ADJUSTMENTS   COMBINED   ACQUISITION    ACQUISITION
                                     --------   ---------  -----------   --------  --------------  -----------
                                                                                   (FROM PAGE 42)             
                                                                                                              
Net sales........................... $94,098     $60,735                 $154,833     $37,702        $192,535 
Cost of sales.......................  57,080      22,490                   79,570      23,715         103,285 
                                     -------     -------    ---------    --------     -------        -------- 
Gross profit........................  37,018      38,245                   75,263      13,987          89,250 
                                     -------     -------    ---------    --------     -------        -------- 
Selling, general and administrative                                                                           
  expenses..........................  25,097      31,416                   56,513      13,447          69,960 

Amortization of goodwill and other                                                                            
  intangibles.......................   1,702         637                    2,339         999           3,338 
Restructuring expenses..............                                                      730             730 
                                     -------     -------    ---------    --------     -------        -------- 
                                      26,799      32,053                   58,852      15,176          74,028 
                                     -------     -------    ---------    --------     -------        -------- 
Operating income (loss).............  10,219       6,192                   16,411      (1,189)         15,222 
                                     -------     -------    ---------    --------     -------        -------- 
Interest expense....................   2,412         385                    2,797       3,075           5,872 
Amortization of deferred financing                                                                            
  costs.............................     163         102                      265         200             465 
                                     -------     -------    ---------    --------     -------        -------- 
                                       2,575         487                    3,062       3,275           6,337 
                                     -------     -------    ---------    --------     -------        -------- 
Income (loss) before income taxes...   7,644       5,705                   13,349      (4,464)          8,885 
Provision (benefit) for income                                                                                
  taxes.............................   3,325       2,047                    5,372      (1,208)          4,164 
                                     -------     -------    ---------    --------     -------        -------- 
Net income (loss)................... $ 4,319     $ 3,658                 $  7,977     $(3,256)       $  4,721 
                                     =======     =======    =========    ========     =======        ======== 
Earnings per common share                                                                                     
  Basic............................. $  0.32     $  0.44                 $   0.33                    $   0.20 
                                     =======     =======                 ========                    ======== 
  Diluted........................... $  0.28     $  0.42                 $   0.30                    $   0.18 
                                     =======     =======                 ========                    ======== 
Common equivalent shares weighted:                                                                            
  Basic.............................  13,429       8,305    2,201 (10)     23,935                      23,935 
  Diluted...........................  15,402       8,793    2,330 (10)     26,525                      26,525 

See notes to unaudited pro forma combined condensed financial statements. 

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED DECEMBER 31, 1998

AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                        PRO FORMA                              
                                                                           NNG                                 
                                                           SAHARA      AS ADJUSTED      NNG                    
                                    NNG        SAHARA     PRO FORMA    FOR SAHARA    PRO FORMA         NNG     
                                 HISTORICAL  HISTORICAL  ADJUSTMENTS   ACQUISITION  ADJUSTMENTS    ACQUISITION 
                                 ----------  ----------  -----------   -----------  -----------    ------------
                                                                                                   (TO PAGE 41)
                                                                                                               
Net sales.......................   $34,592     $3,110                    $37,702                      $ 37,702 
Cost of sales...................    21,859      1,856                     23,715                        23,715 
                                   -------     ------       -----        -------      -------         -------- 
Gross profit....................    12,733      1,254                     13,987                        13,987 
                                   -------     ------       -----        -------      -------         -------- 
Selling, general and                                                                                           
  administrative expenses.......    12,112      1,335                     13,447                        13,447 
Amortization of goodwill and                                                          $  (192)(4)              
  other intangibles.............       384                  $  77 (1)        461          730 (5)          999 
Restructuring expenses..........       730                                   730                           730 
                                   -------     ------       -----        -------      -------         -------- 
                                    13,226      1,335          77         14,638          538           15,176 
                                   -------     ------       -----        -------      -------         -------- 
Operating loss..................      (493)       (81)        (77)          (651)        (538)          (1,189)
                                   -------     ------       -----        -------      -------         -------- 
                                                                                       (3,497)(6)              
Interest expense................       815                    147 (2)        962        5,610 (7)        3,075 
Amortization of deferred                                                                                       
  financing costs...............        24                     20 (3)         44          156 (8)          200 
                                   -------     ------       -----        -------      -------         -------- 
                                       839                    167          1,006        2,269            3,275 
                                   -------     ------       -----        -------      -------         -------- 
Loss before income taxes........    (1,332)       (81)       (244)        (1,657)      (2,807)          (4,464)
Provision (benefit) for income                                                                                 
  taxes.........................     4,136         29                      4,165       (5,373)(9)       (1,208)
                                   -------     ------       -----        -------      -------         -------- 
Net income (loss)...............   $(5,468)    $ (110)      $(244)       $(5,822)     $ 2,566         $ (3,256)
                                   =======     ======       =====        =======      =======         ======== 

See notes to unaudited pro forma combined condensed financial statements. 

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 1999

AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                                                                    PRO FORMA 
                                                                                                    COMBINED  
                                          HISTORICAL             PRO FORMA                            WITH    
                                     --------------------  ----------------------       NNG            NNG    
                                       HAIN     CELESTIAL  ADJUSTMENTS   COMBINED   ACQUISITION    ACQUISITION
                                     --------   ---------  -----------   --------  --------------  -----------
                                                                                   (FROM PAGE 44)             
                                                                                                              
Net sales..........................  $205,969   $109,851                 $315,820     $62,998        $378,818 
Cost of sales......................   122,219     46,922                  169,141      39,642         208,783 
                                     --------   --------     --------    --------     -------        -------- 
Gross profit.......................    83,750     62,929                  146,679      23,356         170,035 
                                     --------   --------     --------    --------     -------        -------- 
Selling, general and administrative                                                                           
  expenses.........................    55,045     57,957                  113,002      21,615         134,617 
Amortization of goodwill and other                                                                            
  intangibles......................     3,585      1,202                    4,787       1,845           6,632 
Restructuring expenses.............                                                     1,172           1,172 
                                     --------   --------     --------    --------     -------        -------- 
                                       58,630     59,159                  117,789      24,632         142,421 
                                     --------   --------     --------    --------     -------        -------- 
Operating income (loss)............    25,120      3,770                   28,890      (1,276)         27,614 
                                     --------   --------     --------    --------     -------        -------- 
Interest expense...................     5,318        535                    5,853       5,389          11,242 
Amortization of deferred financing                                                                            
  costs............................       378        211                      589         340             929 
                                     --------   --------     --------    --------     -------        -------- 
                                        5,696        746                    6,442       5,729          12,171 
                                     --------   --------     --------    --------     -------        -------- 
Income (loss) before income                                                                                   
  taxes............................    19,424      3,024                   22,448      (7,005)         15,443 
Provision (benefit) for income                                                                                
  taxes............................     8,394        537                    8,931      (1,723)          7,208 
                                     --------   --------     --------    --------     -------        -------- 
Net income (loss)..................  $ 11,030   $  2,487                 $ 13,517     $(5,282)       $  8,235 
                                     ========   ========     ========    ========     =======        ======== 
Earnings per common share                                                                                     
  Basic............................  $   0.81   $   0.30                 $   0.56                    $   0.34 
                                     ========   ========                 ========                    ======== 
  Diluted..........................  $   0.71   $   0.28                 $   0.51                    $   0.31 
                                     ========   ========                 ========                    ======== 
Common equivalent shares weighted:                                                                            
  Basic............................    13,619      8,320     2,205(10)     24,144                      24,144 
  Diluted..........................    15,443      8,848     2,345(10)     26,636                      26,636 

See notes to unaudited pro forma combined condensed financial statements. 

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 1999

AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED) 

                                                        [Enlarge/Download Table]

                              PERIOD ENDED  PERIOD ENDED               PRO FORMA                               
                                MAY 17,     JANUARY 12,                 NNG AS                                 
                                  1999          1999        SAHARA     ADJUSTED      NNG PRO                   
                                  NNG          SAHARA     PRO FORMA   FOR SAHARA      FORMA            NNG     
                               HISTORICAL    HISTORICAL   ADJUSTMENT  ACQUISITION  ADJUSTMENTS     ACQUISITION 
                              ------------  ------------  ----------  -----------  -----------     ------------
                                                                                                   (TO PAGE 43)
                                                                                                               
Net sales...................     $59,222       $3,776                   $62,998                      $62,998   
Cost of sales...............      37,399        2,243                    39,642                       39,642   
                                 -------       ------       -----       -------      --------        -------   
Gross profit................      21,823        1,533                    23,356                       23,356   
                                 -------       ------       -----       -------      --------        -------   
Selling, general and                                                                                           
  administrative expenses...      20,037        1,578                    21,615                       21,615   
Amortization of goodwill and                                                         $   (300)(4)              
  other intangibles.........         756           26       $  77(1)        859         1,286 (5)      1,845   
Restructuring expenses......       1,172                                  1,172                        1,172   
                                 -------       ------       -----       -------      --------        -------   
                                  21,965        1,604          77        23,646           986         24,632   
                                 -------       ------       -----       -------      --------        -------   
Operating loss..............        (142)         (71)        (77)         (290)         (986)        (1,276)  
                                 -------       ------       -----       -------      --------        -------   
                                                                                       (7,427)(6)              
Interest expense............       1,489                    147(2)        1,636        11,180 (7)      5,389   
Amortization of deferred                                                                                       
  financing costs...........          43                       20(3)         63           277 (8)        340   
                                 -------       ------       -----       -------      --------        -------   
                                   1,532                      167         1,699         4,030          5,729   
                                 -------       ------       -----       -------      --------        -------   
Loss before income taxes....      (1,674)         (71)       (244)       (1,989)       (5,016)        (7,005)  
Provision (benefit) for                                                                                        
  income taxes..............       3,875           32                     3,907        (5,630)(9)     (1,723)  
                                 -------       ------       -----       -------      --------        -------   
Net income (loss)...........     $(5,549)      $ (103)      $(244)      $(5,896)     $    614        $(5,282)  
                                 =======       ======       =====       =======      ========        =======   

See notes to unaudited pro forma combined condensed financial statements. 

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1998
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                        HISTORICAL                PRO FORMA        
                                                   ---------------------  -------------------------
                                                     HAIN      CELESTIAL  ADJUSTMENTS      COMBINED
                                                   --------    ---------  -----------      --------
                                                                                                   
Net sales........................................  $104,253    $102,197                    $206,450
Cost of sales....................................    61,797      36,638                      98,435
                                                   --------    --------     --------       --------
Gross profit.....................................    42,456      65,559                     108,015
                                                   --------    --------     --------       --------
Selling, general and administrative expenses.....    30,659      52,810                      83,469
Amortization of goodwill and other intangibles...     1,311       1,308                       2,619
                                                   --------    --------     --------       --------
                                                     31,970      54,118                      86,088
                                                   --------    --------     --------       --------
Operating income.................................    10,486      11,441                      21,927
                                                   --------    --------     --------       --------
Interest expense.................................     2,128         437                       2,565
Amortization of deferred financing costs.........       474         194                         668
                                                   --------    --------     --------       --------
                                                      2,602         631                       3,233
                                                   --------    --------     --------       --------
Income before income taxes and extraordinary                                                       
  charge, net of income tax benefit..............     7,884      10,810                      18,694
Provision for income taxes.......................     3,250       4,054                       7,304
                                                   --------    --------     --------       --------
Income before extraordinary charge, net of income                                                  
  tax benefit....................................  $  4,634    $  6,756                    $ 11,390
                                                   ========    ========     ========       ========
Earnings per common share before extraordinary                                                     
  charge, net of income tax benefit:                                                               
  Basic..........................................  $   0.45    $   0.82                    $   0.55
                                                   ========    ========     ========       ========
  Diluted........................................  $   0.39    $   0.77                    $   0.50
                                                   ========    ========     ========       ========
Common equivalent shares weighted:                                                                 
  Basic..........................................    10,269       8,250        2,186(10)     20,705
  Diluted........................................    11,893       8,732        2,314(10)     22,939

See notes to unaudited pro forma combined condensed financial statements. 

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PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1997
AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED) 

                                                        [Enlarge/Download Table]

                                                     HISTORICAL                 PRO FORMA         
                                               -----------------------  --------------------------
                                                 HAIN        CELESTIAL  ADJUSTMENTS       COMBINED
                                               --------      ---------  -----------       --------
                                                                                                  
Net sales..................................... $65,353        $79,039                     $144,392
Cost of sales.................................  40,781         29,606                       70,387
                                               -------        -------    ---------        --------
Gross profit..................................  24,572         49,433                       74,005
                                               -------        -------    ---------        --------
Selling, general and administrative                                                               
  expenses....................................  19,829         38,471                       58,300
Amortization of goodwill and other intangible                                                     
  assets......................................     740          1,296                        2,036
                                               -------        -------    ---------        --------
                                                20,569         39,767                       60,336
                                               -------        -------    ---------        --------
Operating income..............................   4,003          9,666                       13,669
                                               -------        -------    ---------        --------
Interest expense..............................   1,639            282                        1,921
Amortization of deferred financing costs......     509            211                          720
                                               -------        -------    ---------        --------
                                                 2,148            493                        2,641
                                               -------        -------    ---------        --------
Income before income taxes....................   1,855          9,173                       11,028
Provision for income taxes....................     786          3,509                        4,295
                                               -------        -------    ---------        --------
Net income.................................... $ 1,069        $ 5,664                     $  6,733
                                               =======        =======    =========        ========
Earnings per common share:                                                                        
  Basic....................................... $  0.12        $  0.70                     $   0.36
                                               =======        =======    =========        ========
  Diluted..................................... $  0.12        $  0.68                     $   0.35
                                               =======        =======    =========        ========
Common equivalent shares:                                                                         
  Basic.......................................   8,694          8,107        2,148(10)      18,949
  Diluted.....................................   8,993          8,281        2,194(10)      19,468

See notes to unaudited pro forma combined condensed financial statements. 

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NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

PRO FORMA STATEMENTS OF OPERATIONS ADJUSTMENTS:                                 

SAHARA ACQUISITION                                                              

    On January 12, 1999, NNG completed its acquisition of all of the outstanding
capital stock of Sahara Natural Foods, Inc. for an initial purchase price of    
$6.8 million, including $.1 million in transaction costs, consisting of a       
combination of cash and a $.4 million convertible and an $.8 million            
nonconvertible promissory note. The acquisition was accounted for using the     
purchase method. Accordingly, the adjustment to record the excess of the        
purchase price over the net assets acquired amounted to $6.1 million. This      
goodwill is being amortized on a straight-line basis over 40 years.             

(1) Goodwill amortization with respect to goodwill acquired in the      
       acquisition of Sahara. Goodwill is being amortized over a 40 year life.

  (2) Increase in interest cost resulting from the increased proceeds of the
   NNG term loan (borrowing rate of 8%) and issuance of the promissory
 notes (both promissory notes earn interest at a rate of 7.75%) in
connection with the acquisition of Sahara.                      

   (3) Reflects the adjustment to record the increased amortization associated
with NNG's financing costs on its increased term loan.          

NNG ACQUISITION                                                                 

 On May 18, 1999, Hain acquired NNG. NNG is a manufacturer and marketer of
premium natural and organic food products primarily under its Health Valley,    
Breadshop's and Sahara brands. The aggregate purchase price, including          
acquisition costs, amounted to approximately $82 million. The purchase price was
paid by approximately $72 million in cash and the issuance of $10 million in    
convertible promissory notes. To finance the cash portion of the acquisition,   
Hain entered into a $160 million senior secured loan which provided for a       
$30 million revolving credit facility and $130 million in term loans. The       
aggregate purchase price paid in excess of net assets acquired amounted to      
$60.5 million. The purchase price allocations have been made on a preliminary   
basis, subject to adjustment.                                                   

    (4) Elimination of NNG pro forma combined historical amortization expense of
goodwill.                                                       

(5) Goodwill amortization arising from the NNG acquisition (assuming a  
40 year life).                                                  

   (6) Elimination of historical interest expense of Hain and NNG acquisitions
on a pro forma basis, relating to the retired debt instruments. 

  (7) Adjustment of historical interest expense to reflect the new revolving
credit facility, long term debt and convertible note issued in  
      connection with the NNG acquisition. The $75 million term loan A bears
    interest in accordance with the term loan agreement (7.8% on May 18,
        1999); the $50 million term loan B bears interest in accordance with the
     term loan agreement (8% on May 18, 1999); the interest charged on the
       revolving credit facility is in accordance with the term loan agreement
        (7.8% on May 18, 1999) and the $10 million convertible seller notes bear
interest at 7%.                                                 

   (8) Reflects the adjustment to record the increased amortization associated
        with Hain's financing costs on its new senior secured facility offset by
the elimination of NNG's financing cost amortization.           

(9) Adjustment of income taxes to give effect to the pro forma pre-tax  
        adjustments, the nondeductible portion of goodwill and to adjust for the
        expected effective income tax rate following the NNG acquisition and the
Celestial merger.                                               

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CELESTIAL MERGER                                                                

(10) Adjustment to reflect the assumed rate of 1.265 shares of Hain common
stock to be issued for each share of Celestial common stock.    

 (11) The adjustment to the pro forma combined condensed balance sheet as of
       December 31, 1999 reflects the reclassification of unamortized deferred
     financing costs of Celestial out of other assets to conform to Hain's
financial statement presentation.                               

(12) Hain and Celestial will incur certain direct transaction costs       
    associated with the merger including transaction fees for investment
     bankers, attorneys, accountants, financial printing and other related
   changes. These costs are estimated to be approximately $15 million.
  Actual costs could not be determined since the merger has not been
completed. The pro forma combined condensed balance sheet as of 
     December 31, 1999 includes the effect of these costs as if the merger
    occurred at such date. The pro forma combined condensed statement of
operations excludes the effect of these costs.                  

 (13) The adjustment to the pro forma combined condensed balance sheet as of
  December 31, 1999 reflects the reclassification of certain accrued
    liabilities, wages and interest of Celestial to accounts payable and
accrued expenses to conform with Hain's financial statement     
presentation.                                                   

(14) On March 5, 2000 Hain entered into a definitive merger agreement with
    Celestial. According to the merger agreement each share of Celestial
     common stock will be exchanged for 1.265 shares of Hain common stock.
   Based on this exchange ratio, the pro forma adjustment reflects the
    issuance of approximately 10.6 million shares of Hain's common stock
       with a par value of $0.01, as if the merger occurred as of December 31,
 1999. The actual shares of Hain common stock to be issued will be
  determined at the effective date of the merger based on the actual
shares of Celestial common stock outstanding at such date.      

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ROLE OF FINANCIAL ADVISORS

OPINION OF HAIN'S FINANCIAL ADVISOR                                             

 Under a letter agreement dated as of December 27, 1999, Hain engaged Bear
Stearns as its financial advisor in connection with a possible combination with 
Celestial. Hain engaged Bear Stearns as its financial advisor based on Bear     
Stearns' experience and expertise in transactions similar to the merger. Bear   
Stearns, as part of its investment banking business, is continuously engaged in 
the valuation of businesses and securities in connection with mergers and       
acquisitions, negotiated underwritings, secondary distributions of listed and   
unlisted securities, private placements and valuations for corporate and other  
purposes.                                                                       

 At the March 2, 2000 meeting of the Hain board of directors, Bear Stearns
delivered its oral opinion, which was subsequently confirmed by delivery of a   
written opinion dated March 5, 2000, that, as of the date of the written opinion
and subject to the assumptions, qualifications and limitations set forth in the 
written opinion, the exchange ratio was fair, from a financial point of view, to
Hain.                                                                           

   WE HAVE ATTACHED AS ANNEX D TO THIS DOCUMENT THE FULL TEXT OF BEAR STEARNS'
WRITTEN OPINION AND URGE YOU TO READ THE OPINION IN ITS ENTIRETY. THE OPINION   
SETS FORTH THE ASSUMPTIONS MADE, MATTERS CONSIDERED, AND QUALIFICATIONS AND     
LIMITATIONS ON THE REVIEW UNDERTAKEN BY BEAR STEARNS AND IS INCORPORATED HEREIN 
BY REFERENCE. THE SUMMARY OF BEAR STEARNS' OPINION SET FORTH BELOW IS QUALIFIED 
IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION.                   

In reading the discussion of the fairness opinion set forth below, Hain 
stockholders should be aware that Bear Stearns' opinion:                        

- was provided to the Hain board of directors for its benefit and use;  

   - relates only to fairness, from a financial point of view, of the exchange
ratio to Hain;                                                      

  - did not constitute a recommendation to the board of directors of Hain in
connection with the transaction;                                    

   - does not constitute a recommendation to any Hain stockholder as to how to
vote in connection with the transaction;                            

- did not address Hain's underlying business decision to pursue the     
transaction; and                                                    

 - did not express any opinion as to the price or range of prices at which
      the shares of common stock of Hain and Celestial would trade subsequent to
     the announcement of the transaction or as to the price or range of prices
   at which the shares of common stock of Hain may trade subsequent to the
consummation of the transaction.                                    

Although Bear Stearns evaluated the fairness, from a financial point of 
view, of the exchange ratio to Hain, the exchange ratio itself was determined by
Hain and Celestial through arm's-length negotiations. Bear Stearns provided     
advice to Hain during the course of such negotiations. Hain did not provide     
specific instructions to, nor place any limitations on, Bear Stearns with       
respect to the procedures to be followed or factors to be considered by it in   
performing its analyses or providing its opinion.                               

In arriving at its opinion, Bear Stearns, among other things:           

- reviewed a draft of the merger agreement dated March 5, 2000;         

- reviewed Hain's Annual Reports to Stockholders and Annual Reports on  
    Form 10-K for the fiscal years ended June 30, 1997 through 1999, and its
 Quarterly Reports on Form 10-Q for the periods ended September 30 and
December 31, 1999;                                                  

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   - reviewed certain operating and financial information, including projected
   financial results, provided to or discussed with Bear Stearns by Hain's
management relating to Hain's business and prospects;               

  - reviewed certain estimates of cost saving and other combination benefits
(collectively, the "Synergies") anticipated to result from the      
     transaction, prepared by the senior managements of Hain and Celestial and
provided to Bear Stearns by Hain's management;                      

 - met with certain members of Hain's senior managements to discuss Hain's
business, operations, historical and projected financial results and
future prospects;                                                   

   - reviewed Celestial's Annual Reports to Stockholders and Annual Reports on
     Form 10-K for the fiscal years ended September 30, 1997 through 1999, and
     its Quarterly Report on Form 10-Q for the period ended December 31, 1999;

   - reviewed certain operating and financial information, including projected
financial results, provided to or discussed with Bear Stearns by    
  Celestial's management relating to Celestial's business and prospects;

- met with certain members of Celestial's senior management to discuss  
Celestial's business, operations, historical and projected financial
results and future prospects;                                       

  - reviewed the historical prices, trading multiples and trading volumes of
Hain and Celestial common stock;                                    

   - reviewed publicly available financial data, stock market performance data
      and trading multiples of companies which it deemed generally comparable to
Hain and Celestial or otherwise relevant to its analysis;           

  - reviewed the terms of recent mergers and acquisitions of companies which
it deemed generally comparable to Celestial and the transaction or  
otherwise relevant to its analysis; and                             

- considered other information and conducted other studies, analyses,   
inquiries and investigations as it deemed appropriate.              

In preparing its opinion, Bear Stearns relied upon and assumed, without 
independent verification, the accuracy and completeness of the financial and    
other information, including without limitation the projected financial results 
and synergy estimates prepared by Hain and Celestial. With respect to Hain's and
Celestial's projected financial results and the potential Synergies that could  
be achieved upon consummation of the transaction, Bear Stearns assumed that they
have been reasonably prepared on bases reflecting the best currently available  
estimates and judgments of the senior managements of Hain and Celestial as to   
the expected future performance of Hain and Celestial, respectively. Bear       
Stearns did not assume any responsibility for the independent verification of   
any such information or of the projected financial results and synergy estimates
provided to Bear Stearns, and has further relied upon the assurances of the     
senior managements of Hain and Celestial that they are unaware of any facts that
would make the information, projected financial results and synergy estimates   
provided to Bear Stearns incomplete or misleading.                              

  In arriving at its opinion, Bear Stearns has not performed or obtained any
independent evaluation or appraisal of the assets or liabilities, contingent or 
otherwise, of Hain or Celestial, nor has it been furnished with any such        
evaluation or appraisal. Bear Stearns has assumed that the transaction:         
(i) will qualify as a tax-free "reorganization" within the meaning of           
Section 368(a) of the Internal Revenue Code, and (ii) will be accounted for as a
pooling-of-interests in accordance with U.S. GAAP. Bear Stearns also assumed    
that the transaction will be consummated in accordance with the terms described 
in the merger agreement, without the waiver of any material condition and with  
all necessary material consents and approvals having been obtained without any  
limitations, restrictions, conditions,                                          

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amendments or modifications that collectively would be material to its analysis.
Representatives of Hain had advised Bear Stearns, and therefore it was assumed, 
that the final terms of the merger agreement did not vary materially from those 
set forth in the draft reviewed by Bear Stearns.                                

In performing its analyses, Bear Stearns made numerous assumptions with 
respect to industry performance, general business, economic, market and         
financial conditions and other matters, many of which are beyond the control of 
Bear Stearns, Hain and Celestial. Any estimates contained in the analyses       
performed by Bear Stearns are not necessarily indicative of actual values or    
future results, which may be significantly more or less favorable than suggested
by such analyses. Accordingly, such analyses and estimates are inherently       
subject to substantial uncertainty. In addition, Bear Stearns' opinion was among
several factors taken into consideration by the Hain board of directors in      
making its determination to approve the transaction and the merger agreement.   

 The following is a brief summary of the material valuation, financial and
comparative analyses considered by Bear Stearns in connection with the rendering
of its opinion. THE FINANCIAL ANALYSES SUMMARIZED BELOW INCLUDE INFORMATION     
PRESENTED IN TABULAR FORMAT. IN ORDER TO FULLY UNDERSTAND BEAR STEARNS'         
FINANCIAL ANALYSES THE TABLES MUST BE READ TOGETHER WITH THE TEXT OF EACH       
SUMMARY. THE TABLES ALONE DO NOT CONSTITUTE A COMPLETE DESCRIPTION OF THE       
FINANCIAL ANALYSES. CONSIDERING THE DATA SET FORTH IN THE TABLES BELOW WITHOUT  
CONSIDERING THE FULL NARRATIVE DESCRIPTION OF THE FINANCIAL ANALYSES, INCLUDING 
THE METHODOLOGIES AND ASSUMPTIONS UNDERLYING THE ANALYSES, COULD CREATE A       
MISLEADING OR INCOMPLETE VIEW OF BEAR STEARNS' FINANCIAL ANALYSES.              

RELATIVE CONTRIBUTION ANALYSIS.  Bear Stearns calculated the relative   
contribution by each of Hain and Celestial to the combined company with respect 
to various income statement categories of the pro forma combined company,       
including 2000 projected and 2001 projected net income and cash net income,     
which is calculated by adding goodwill amortization to net income. Bear Stearns 
did so in order to compare Hain's relative contribution to the combined company 
on these measurements to Hain's pro forma ownership of the combined company,    
taking into account each company's outstanding options and warrants on common   
stock treated under the treasury stock method and other securities convertible  
into common stock. Bear Stearns observed that Hain's share of the combined      
equity value would be 62.9% at the exchange ratio based on the closing price of 
Hain's common stock of $36.75 as of February 29, 2000. Bear Stearns assumed     
$10.0 million in cost benefits from the combination in both 2000 and 2001 when  
performing the analysis presented below. Bear Stearns noted that the pro forma  
ownership percentage of 62.9% was above Hain's contribution of net income and   
cash and income, as set forth in the table below:                               

                                                        [Enlarge/Download Table]

                                                                  RELATIVE CONTRIBUTION PERCENTAGE           
                                                        -----------------------------------------------------
                                                                                               CASH NET      
                                                                        NET INCOME              INCOME       
                                                        OWNERSHIP   -------------------   -------------------
                                                          SPLIT      2000P      2001P      2000P      2001P  
                                                        ---------   --------   --------   --------   --------
                                                                                                             
Hain...................................................   62.9%       51.3%      56.1%      55.7%      58.9% 
Cost benefits..........................................     --        17.2       12.7       14.6       11.3  
Celestial..............................................   37.1        31.5       31.2       29.7       29.8  

SELECTED COMPARABLE COMPANIES ANALYSIS.  Bear Stearns compared certain  
operating, financial, trading and valuation information for Celestial to certain
publicly available operating, financial, trading and valuation information for  
eight selected companies, including Hain, which in Bear Stearns' judgment were  
reasonably comparable to Celestial for purposes of this analysis. These         
companies were:                                                                 

                                                                [Download Table]
                                                                            
- Ben & Jerry's Homemade, Inc.         - Horizon Organic Holding Corporation
- Glacier Water Services, Inc.         - Odwalla, Inc.                      
- Hain                                 - Saratoga Beverage Group, Inc.      
- Hansen Natural Corporation           - Vermont Pure Holdings, Ltd.        

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 Bear Stearns utilized earnings forecasts for all of these companies other
than Hain from publicly available data as well as First Call and selected Wall  
Street equity research reports. For Hain, Bear Stearns utilized management      
forecasts. Bear Stearns' analysis was based on closing stock prices as of       
February 29, 2000. Bear Stearns noted that, based on Hain's February 29, 2000   
closing price of $36.75, a purchase price of $46.49 per share was implied. Bear 
Stearns observed that the implied purchase price multiples produced a 2000 net  
income multiple that was within the range and below the harmonic mean for the   
comparable companies, while the 2001 net income multiple and the 2000 EBITDA    
multiple were within the range, but above the harmonic mean. A summary of the   
purchase price multiples, assuming $10.0 million in cost benefits from the      
combination for both 2000 and 2001, and comparison to the comparable companies' 
projected multiples on the bases of equity value to net income for fiscal years 
2000 and 2001 and enterprise value to EBITDA based on estimates for fiscal year 
2000, is set forth below:                                                       

                                                        [Enlarge/Download Table]

                                                                                               ENTERPRISE VALUE/
                                                              EQUITY VALUE/NET INCOME               EBITDA      
                                                      ---------------------------------------  -----------------
                                                            2000P                2001P               2000P      
                                                      ------------------   ------------------  -----------------
                                                                                                                
Celestial purchase price multiples...................       23.0x                20.1x               13.1x      
Range of multiples for comparable companies..........        18.6x-37.9x          15.3x-27.2x         5.7x-16.9x
Harmonic mean for comparable companies...............       24.1x                19.6x               7.8x       

   Bear Stearns also noted that none of the comparable companies are identical
to Celestial or the combined company and, accordingly, any analysis of          
comparable companies necessarily involved complex consideration and judgments   
concerning differences in financial and operating characteristics and other     
factors that would necessarily affect the value of Celestial to Hain versus the 
trading values of the companies to which Celestial was being compared.          

COMPARABLE TRANSACTIONS ANALYSIS.  Bear Stearns reviewed certain        
publicly-available financial information related to nine merger and acquisition 
transactions completed in the natural and organic foods and beverage categories 
since January 1, 1997 that it deemed generally comparable to the transaction.   
Transactions reviewed by Bear Stearns included:                                 

                                                                [Download Table]

TARGET                                 ACQUIROR                            
------                                 --------                            
                                                                           
Powerbar                               Nestle S.A.                         
Balance Bar Company                    Kraft Foods                         
McKesson Water Products                Groupe Danone                       
Worthington Foods, Inc.                Kellogg Company                     
Hain (minority interest only)          H.J. Heinz Company                  
Chock Full O' Nuts Corporation         Sara Lee Corporation                
Pillsbury Company Brands               B&G Foods, Inc.                     
AquaPenn Spring Water Company, Inc.    Groupe Danone                       
Snapple Beverage Corporation           Triarc Beverage Holdings Corporation

For each of the comparable transactions, Bear Stearns reviewed certain  
publicly-available financial information for the acquired companies including,  
to the extent available, revenue, EBITDA, EBIT, net income and certain valuation
statistics, as adjusted for certain extraordinary and non-recurring items. The  
ratios of the enterprise values of the acquired companies to their respective   
latest twelve months ("LTM") revenues, EBITDA and EBIT and the ratio of the     
equity value of the acquired companies to their respective LTM net income are   
listed in the table below and are compared to the implied purchase price        
multiples for Celestial assuming fiscal year 2000 projections and no cost       
benefits from the combination, based on the implied purchase price of $46.49 per
share. Bear Stearns observed that the implied purchase price of $46.49 per share
produced revenue multiples that are above the range of revenue multiples paid in
comparable transactions, net income multiples that are within the range and     

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equal to the harmonic mean and EBITDA and EBIT multiples that are within the    
range and below the harmonic mean. Bear Stearns also noted that there was       
limited data available for the selected transactions. A summary of the          
aforementioned multiples is set forth below:                                    

                                                        [Enlarge/Download Table]

                                                                                     ENTERPRISE VALUE/                      
                                              EQUITY VALUE/     ------------------------------------------------------------
                                                NET INCOME           REVENUES              EBITDA                EBIT       
                                            ------------------  ------------------   ------------------   ------------------
                                                                                                                            
Celestial purchase price multiples.........       34.4x               3.58x                18.5x                22.2x       
Range of multiples for comparable                                                                                           
  transactions.............................        21.4x-63.9x         0.57x-2.98x          14.5x-30.7x          20.3x-60.0x
Harmonic mean for comparable                                                                                                
  transactions.............................       34.4x               1.36x                20.3x                33.7x       

Bear Stearns also noted that none of the precedent transactions were    
identical to the merger of Hain and Celestial and, accordingly, any analysis of 
the precedent transactions necessarily involved complex considerations and      
judgments concerning differences in industry dynamics, stock market valuation   
parameters, financial and operating characteristics and various other factors   
that would necessarily affect the purchase price multiples in the transaction as
compared to the purchase price multiples for the precedent transactions.        

  PRO FORMA MERGER ANALYSIS.  Bear Stearns reviewed and analyzed certain pro
forma financial impacts of the transaction on holders of Hain common stock based
on the following:                                                               

- the exchange ratio;                                                   

- the management forecasts for Hain and Celestial, respectively;        

- an assumption for analytical purposes that the combined company would 
   realize cost benefits from the combination on a pre-tax basis of either
     (i) $4.5 million in both 2000 and 2001 or (ii) $10.0 million in both 2000
and 2001;                                                           

- an assumption for analytical purposes that there would be no financial
 statement impact of potential restructuring charges or other one-time
items associated with the transaction; and                          

- pooling-of-interests accounting treatment for the transaction.        

   Bear Stearns analyzed the potential pro forma effects of the transaction on
Hain's and Celestial's projected earnings per share as derived through Generally
Accepted Accounting Principles ("GAAP EPS") and projected cash earnings per     
share ("Cash EPS") which is calculated by adding amortization of goodwill per   
share to GAAP EPS. This analysis indicated that when either of the              
aforementioned levels of cost benefits from the combination were assumed the    
transaction would be accretive to Hain's GAAP EPS and Hain's Cash EPS in 2000   
and 2001. The actual results achieved by the combined company may vary from     
projected results and any variations may be material.                           

OTHER ANALYSES.  Bear Stearns conducted other analyses as it deemed     
necessary, including reviewing historical and projected financial and operating 
data for both Hain and Celestial and pro forma balance sheet data for the       
combined company, analyzing selected Wall Street equity research reports on, and
earnings and other estimates for, each of Hain and Celestial and various of     
their business segments / product lines, reviewing the relative stock price     
performance of Hain and Celestial versus various stock market indices, comparing
the coverage universe of the research analysts who monitor each of Hain and     
Celestial, reviewing and comparing certain financial data and valuation         
parameters for each of Hain and Celestial and various of their business         
segments, and reviewing available information regarding the institutional       
holdings of Hain common stock and Celestial common stock.                       

The preparation of a fairness opinion is a complex process and involves 
various judgments and determinations as to the most appropriate and relevant    
assumptions and financial analyses and the application of these methods to the  
particular circumstances involved. Such an opinion is therefore not             

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readily susceptible to partial analysis or summary description, and taking      
portions of the analyses set out above, without considering the analysis as a   
whole, would, in the view of Bear Stearns, create an incomplete and misleading  
picture of the processes underlying the analyses considered in rendering the    
Bear Stearns opinion. Bear Stearns did not form an opinion as to whether any    
individual analysis or factor, positive or negative, considered in isolation,   
supported or failed to support the Bear Stearns opinion. In arriving at its     
opinion, Bear Stearns considered the results of its analyses and did not        
attribute particular weight to any one analysis or factor. The analyses         
performed by Bear Stearns, particularly those based on estimates and forecasts, 
are not necessarily indicative of actual values or actual future results, which 
may be significantly more or less favorable than suggested by such analyses.    
Such analyses were prepared solely as part of Bear Stearns' analyses of the     
fairness, from a financial point of view, of the exchange ratio to Hain.        

  Pursuant to the terms of its engagement letter with Bear Stearns, Hain has
agreed to pay Bear Stearns a fee, part of which became payable upon the delivery
of the Bear Stearns opinion and the balance of which will become payable upon   
consummation of the transaction or a similar business combination between Hain  
and Celestial. In addition, Hain has agreed to reimburse Bear Stearns for all   
reasonable out-of-pocket expenses, subject to a stated maximum, incurred by Bear
Stearns in connection with its engagement and the transaction, including        
reasonable fees and disbursements of its legal counsel. Hain has also agreed to 
indemnify Bear Stearns against certain liabilities in connection with its       
engagement, including certain liabilities under the federal securities laws.    

Bear Stearns has been previously engaged by Hain to provide certain     
investment banking and financial advisory services for which it received        
customary compensation. In the ordinary course of business, Bear Stearns may    
actively trade the equity and debt securities of Hain and/or Celestial for its  
own account and for the account of its customers and, accordingly, may at any   
time hold a long or short position in those securities.                         

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OPINION OF CELESTIAL'S FINANCIAL ADVISOR                                        

On March 5, 2000, Goldman Sachs delivered its written opinion to the    
Celestial board that, as of such date, the exchange ratio was fair from a       
financial point of view to the holders of Celestial common stock.               

   THE FULL TEXT OF THE WRITTEN OPINION OF GOLDMAN SACHS, DATED MARCH 5, 2000,
WHICH SETS FORTH ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE    
REVIEW UNDERTAKEN IN CONNECTION WITH THE OPINION, IS ATTACHED AS ANNEX E AND IS 
INCORPORATED BY REFERENCE IN THIS JOINT PROXY STATEMENT/ PROSPECTUS. YOU SHOULD 
READ THE OPINION IN ITS ENTIRETY.                                               

   In connection with its opinion, Goldman Sachs reviewed, among other things,

- the merger agreement;                                                 

- annual reports to stockholders and annual reports on Form 10-K of     
Celestial for the five fiscal years ended September 30, 1999;       

    - annual reports to stockholders and annual reports on Form 10-K of Hain for
the five fiscal years ended June 30, 1999;                          

- interim reports to stockholders and quarterly reports on Form 10-Q of 
Celestial and Hain;                                                 

- other communications from Celestial and Hain to their respective      
stockholders; and                                                   

   - internal financial analyses and forecasts for Celestial and Hain prepared
by their respective managements including certain cost savings and  
    operating synergies projected by the management of Celestial and Hain to
result from the merger (the "Synergies").                           

    Goldman Sachs also held discussions with members of the senior management of
Celestial and Hain regarding their assessment of the strategic rationale for,   
and the potential benefits of, the merger and the past and current business     
operations, financial condition and future prospects of their respective        
companies. In addition, Goldman Sachs:                                          

- reviewed the reported price and trading activity for Celestial common 
stock and Hain common stock;                                        

- compared financial and stock market information for Celestial and Hain
    with similar information for other companies the securities of which are
publicly traded;                                                    

  - reviewed the financial terms of recent business combinations in the food
industry specifically and in other industries generally; and        

    - performed other studies and analyses Goldman Sachs considered appropriate.

Goldman Sachs relied upon the accuracy and completeness of all of the   
financial and other information discussed with or reviewed by it and assumed    
such accuracy and completeness for purposes of rendering its opinion. In that   
regard, Goldman Sachs has assumed, with the consent of Celestial's board, that  
the internal financial forecasts prepared by the management of Hain and the     
Synergies have been reasonably prepared on a basis reflecting the best currently
available estimates and judgments of Celestial and Hain. Goldman Sachs did not  
make an independent evaluation or appraisal of the assets and liabilities of    
Celestial or Hain or any of their respective subsidiaries and was not furnished 
with any such evaluation or appraisal. Goldman Sachs assumed, with the consent  
of Celestial's board, that the merger will be accounted for as a                
pooling-of-interests under generally accepted accounting principles. Goldman    
Sachs was not requested to solicit, and did not solicit, interest from other    
parties with respect to an acquisition of or other business combination with    
Celestial. The advisory services and opinion of Goldman Sachs were provided for 
the information and assistance of the board of directors of Celestial in        
connection with its consideration of the merger, and the opinion                

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does not constitute a recommendation as to how any holder of Celestial common   
stock should vote with respect to the merger.                                   

The following is a summary of the material financial analyses used by   
Goldman Sachs in connection with providing its opinion to the Celestial board of
directors on March 5, 2000.                                                     

   THE FOLLOWING SUMMARIES OF FINANCIAL ANALYSES INCLUDE INFORMATION PRESENTED
IN TABULAR FORMAT. YOU SHOULD READ THESE TABLES TOGETHER WITH THE TEXT OF EACH  
SUMMARY.                                                                        

(1)  EXCHANGE RATIO HISTORY.  Goldman Sachs calculated the ratio of the 
average market price of Celestial common stock to the average market price of   
Hain common stock over selected periods ending on March 2, 2000.                

                                                                [Download Table]

PERIOD                                                   HIGH      LOW     AVERAGE 
------                                                 --------  --------  --------
                                                                                   
March 2, 2000 Closing Price...........................     --        --     0.85x  
1 Month ending March 2, 2000..........................  0.97x     0.71x     0.88x  
3 Months ending March 2, 2000.........................  1.04x     0.71x     0.92x  
6 Months ending March 2, 2000.........................  1.04x     0.65x     0.85x  
1 Year ending March 2, 2000...........................  1.88x     0.64x     0.94x  
3 Years ending March 2, 2000..........................  2.67x     0.64x     1.29x  
5 Years ending March 2, 2000..........................  3.89x     0.64x     1.87x  

(2)  HISTORICAL PREMIUM ANALYSIS.  Goldman Sachs calculated the implied 
premium being paid in the merger based on the exchange ratio of 1.265 shares of 
Hain common stock for each share of Celestial common stock relative to historic 
implied exchange ratios based on Celestial and Hain common stock prices on the  
following dates, or the average prices over the following periods:              

                                                                [Download Table]

                                                                         IMPLIED  
                                                     EXCHANGE RATIO      PREMIUM  
DATE/PERIOD                                        (CELESTIAL TO HAIN)  (DISCOUNT)
-----------                                        -------------------  ----------
                                                                                  
March 2, 2000.....................................        0.85x            48.8%  
February 18, 2000.................................        0.92x            37.3%  
1 Month ending March 2, 2000 Average..............        0.88x            43.8%  
6 Months ending March 2, 2000 Average.............        0.85x            48.8%  
1 Year ending March 2, 2000 Average...............        0.94x            34.6%  
3 Years ending March 2, 2000 Average..............        1.29x            (1.9%) 

(3)  SELECTED COMPANIES ANALYSIS.  Goldman Sachs reviewed and compared  
selected financial information, ratios and public market multiples for Celestial
and Hain to corresponding financial information, ratios and public market       
multiples for the following 15 publicly traded middle capitalization food       
companies:                                                                      

                                                                [Download Table]
                                                                       
- American Italian Pasta Company;  - Keebler Foods Company;            
- Aurora Foods Inc.;               - Lance, Inc.;                      
- Dean Foods Company;              - McCormick & Company, Incorporated;
- Del Monte Foods Company;         - Riviana Foods Inc.;               
- Flowers Industries Inc.;         - Suiza Foods Corporation;          
- International Home Foods, Inc.;  - Tootsie Roll Industries, Inc.; and
- International Multifoods Corp.;  - Vlasic Foods International Inc.;  
- The J.M. Smucker Company;                                            

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and for the following 15 publicly traded large capitalization food companies:   

                                                                [Download Table]
                                                                             
- Bestfoods;                                   - Kellogg Company;            
- Cadbury Schweppes, plc;                      - Nabisco, Inc.;              
- Campbell Soup Company;                       - Nestle S.A.;                
- ConAgra, Inc.;                               - Quaker Oats Co.;            
- Groupe Danone;                               - Sara Lee Corp.;             
- General Mills, Inc.;                         - Wm. Wrigley Jr. Company; and
- H.J. Heinz Company;                          - Unilever plc.               
- Hershey Foods Corporation;                                                 

The selected companies were chosen because they are publicly traded     
companies with operations that for purposes of analysis may be considered       
similar to Celestial and/or Hain. Goldman Sachs calculated and compared various 
financial multiples and ratios. The multiples and ratios were calculated using  
the closing price for the common stock of Celestial and Hain and each of the    
selected companies on March 2, 2000 and were based on the most recent publicly  
available information. Goldman Sachs' analyses of the selected companies        
compared the following to the results for Celestial and Hain:                   

    - closing share price on March 2, 2000 as a percentage of 52-week high share
price;                                                              

- enterprise value, which is the market value of common equity PLUS debt
LESS cash, as a multiple of latest 12 months sales;                 

- enterprise value as a multiple of latest 12 months earnings before    
interest, taxes, depreciation and amortization, or EBITDA;          

- enterprise value as a multiple of latest 12 months earnings before    
interest and taxes, or EBIT;                                        

The results of these analyses are summarized as follows:                

                                                        [Enlarge/Download Table]

                                    SELECTED PUBLICLY TRADED            SELECTED PUBLICLY TRADED                           
                                     MIDDLE CAPITALIZATION                LARGE CAPITALIZATION                             
                                         FOOD COMPANIES                      FOOD COMPANIES                                
                               ----------------------------------  -----------------------------------                     
PERCENTAGE/ MULTIPLE              RANGE        MEDIAN      MEAN       RANGE        MEDIAN       MEAN      HAIN    CELESTIAL
--------------------           ------------   --------   --------  ------------   --------    --------  --------  ---------
                                                                                                                           
March 2, 2000 share price as                                                                                               
  a percentage of 52-week                                                                                                  
  high share price...........  20.4%-89.5%      65.9%      61.0%   51.8%-93.3%      66.4%       67.9%     92.3%     95.5%  
Enterprise value to latest 12                                                                                              
  months sales...............   0.2x-3.3x        0.8x       1.0x    0.6x-3.4x        1.6x        1.7x      2.8x      2.5x  
Enterprise value to latest 12                                                                                              
  months EBITDA..............   5.3x-11.3x       6.6x       6.9x    7.4x-14.5x       9.2x        9.6x     19.0x     14.7x  
Enterprise value to latest 12                                                                                              
  months EBIT................   6.7x-12.5x       8.9x       9.3x    8.6x-16.6x      11.8x       12.2x     22.7x     17.7x  

Goldman Sachs also compared the selected companies' stock prices as a   
multiple of their respective estimated calendar years 2000 and 2001 earnings to 
similar multiples for Celestial and Hain. The estimates for the selected        
companies were provided by Institutional Brokers Estimate System, or IBES. The  
results of these analyses are summarized as follows:                            

                                                        [Enlarge/Download Table]

                                          SELECTED PUBLICLY TRADED          SELECTED PUBLICLY TRADED                         
                                           MIDDLE CAPITALIZATION              LARGE CAPITALIZATION                           
                                               FOOD COMPANIES                    FOOD COMPANIES                              
                                      --------------------------------  --------------------------------                     
MULTIPLE                                RANGE       MEDIAN      MEAN      RANGE       MEDIAN      MEAN      HAIN    CELESTIAL
--------                              ----------   --------   --------  ----------   --------   --------  --------  ---------
                                                                                                                             
Estimated Price to earnings for                                                                                              
  calendar year 2000................. 4.3x-17.5x    10.7x      11.1x    9.0x-21.8x    15.3x      15.8x     30.8x      19.9x  
Estimated Price to earnings for                                                                                              
  calendar year 2001................. 3.7x-15.5x     9.6x       9.8x    8.2x-20.0x    13.8x      14.3x     22.0x      15.8x  

Goldman Sachs also compared the selected companies' estimated 5-year    
earnings per share compound annualized growth rates, as estimated by IBES, and  
the ratio of the selected companies' stock prices as a multiple of their        
respective estimated calendar year 2001 earnings to their respective            

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estimated 5-year growth rates, to the results for Celestial and Hain. The       
results of these analyses are summarized as follows:                            

                                                        [Enlarge/Download Table]

                                     SELECTED PUBLICLY TRADED           SELECTED PUBLICLY TRADED                          
                                      MIDDLE CAPITALIZATION               LARGE CAPITALIZATION                            
                                          FOOD COMPANIES                     FOOD COMPANIES                               
                                ----------------------------------  ---------------------------------                     
PERCENTAGE/ MULTIPLE               RANGE       MEDIAN       MEAN       RANGE       MEDIAN      MEAN      HAIN    CELESTIAL
--------------------            -----------   --------    --------  -----------   --------   --------  --------  ---------
                                                                                                                          
IBES estimated 5-year EPS                                                                                                 
  compound annualized growth                                                                                              
  rate......................... 7.0%-15.0%      13.0%       12.1%   9.0%-11.4%      10.0%      10.3%     28.5%     28.0%  
Price to IBES estimated 2001                                                                                              
  earnings to 5-year growth                                                                                               
  rate......................... 0.2x-1.5x        0.9x        0.8x   0.7x-2.0x        1.4x       1.4x      0.8x      0.6x  

(4)  SELECTED TRANSACTIONS ANALYSIS.  Goldman Sachs compared certain    
information for 183 selected transactions in the branded food industry to       
similar information for the proposed merger, based on Hain's stock price as of  
March 2, 2000, including:                                                       

- Leveraged consideration as a multiple of target's latest twelve months
sales;                                                              

- Leveraged consideration as a multiple of target's latest twelve months
EBITDA; and                                                         

- Leveraged consideration as a multiple of target's latest twelve months
EBIT.                                                               

The results of these analyses are summarized as follows:                

                                                        [Enlarge/Download Table]

                                              SELECTED TRANSACTIONS IN THE BRANDED       
                                                         FOOD INDUSTRY                   
           LATEST TWELVE-              --------------------------------------------------
           MONTH MULTIPLE                 RANGE        MEAN      MEDIAN    HAIN/CELESTIAL
-------------------------------------  -----------   --------   --------   --------------
                                                                                         
Sales................................  0.10x-4.50x     1.23x      1.00x           3.8x   
EBITDA...............................   2.2x-28.4x     10.8x       9.5x          22.1x   
EBIT.................................   2.8x-41.6x     14.3x      12.4x          26.6x   

(5)  CONTRIBUTION ANALYSIS.  Goldman Sachs analyzed the relative        
contribution of Celestial and Hain to the combined company resulting from the   
merger based on selected historical and estimated future operating and financial
information for Celestial, Hain and the combined company based on Celestial's   
and Hain's managements' forecasts. Historical figures did not reflect           
Celestial's non-recurring charges taken in September 1999. The forecasted       
figures are based on Hain's fiscal year. The results of these analyses are      
summarized as follows:                                                          

                                                                [Download Table]

                                                   HAIN            CELESTIAL    
                                             CONTRIBUTION TO    CONTRIBUTION TO 
                                             COMBINED COMPANY   COMBINED COMPANY
                                             ----------------   ----------------
                                                                                
Latest 12 months sales.....................       70.8%              29.2%      
Fiscal year 2000 estimated sales...........       72.6%              27.4%      
Fiscal year 2001 estimated sales...........       73.3%              26.7%      
Latest 12 months EBITDA....................       67.4%              32.6%      
Fiscal year 2000 estimated EBITDA..........       68.4%              31.6%      
Fiscal year 2001 estimated EBITDA..........       68.5%              31.5%      
Latest 12 months EBIT......................       67.5%              32.5%      
Fiscal year 2000 estimated EBIT............       68.3%              31.7%      
Fiscal year 2001 estimated EBIT............       68.7%              31.3%      
Latest 12 months net income................       59.9%              40.1%      
Fiscal year 2000 estimated net income......       62.0%              38.0%      
Fiscal year 2001 estimated net income......       64.9%              35.1%      

  (6)  PRO FORMA MERGER ANALYSIS.  Goldman Sachs prepared pro forma analyses
of the financial impact of the merger using estimates provided by the           
managements of Celestial and Hain. For the                                      

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fiscal years 2000 and 2001, Goldman Sachs compared the estimated earnings per   
share of Hain common stock on a standalone basis to the estimated earnings per  
share of the common stock of the combined company on a pro forma basis. Goldman 
Sachs performed this analysis using three scenarios: without the achievement of 
Synergies, assuming the achievement of $5 million in annual pre-tax Synergies   
and assuming the achievement of $10 million in annual pre-tax Synergies. Based  
on such analyses, the merger would be accretive to the holders of Hain common   
stock in both fiscal years 2000 and 2001 if there are Synergies.                

The preparation of a fairness opinion is a complex process and is not   
necessarily susceptible to partial analysis or summary description. Selecting   
portions of the analyses or of the summary set forth above, without considering 
the analyses as a whole, could create an incomplete view of the processes       
underlying Goldman Sachs' opinion. In arriving at its fairness determination,   
Goldman Sachs considered the results of all such analyses. No company or        
transaction used in the above analyses as a comparison is directly comparable to
Celestial or Hain or the contemplated merger.                                   

 The analyses were prepared solely for purposes of providing an opinion to
the Celestial board of directors as to the fairness from a financial point of   
view to the holders of Celestial common stock of the exchange ratio. The        
analyses do not purport to be appraisals or necessarily reflect the prices at   
which businesses or securities actually may be sold. Analyses based upon        
forecasts of future results are not necessarily indicative of actual future     
results, which may be significantly more or less favorable than suggested by    
such analyses. Because such analyses are inherently subject to uncertainty,     
being based upon numerous factors or events beyond the control of the parties or
their respective advisors, none of Celestial, Hain, Goldman Sachs or any other  
person assumes responsibility if future results are materially different from   
those forecast.                                                                 

As described above, Goldman Sachs' opinion to the Celestial board of    
directors was one of many factors taken into consideration by the Celestial     
board of directors in making its determination to approve the merger. The       
foregoing summary does not purport to be a complete description of the analyses 
performed by Goldman Sachs.                                                     

 Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with  
mergers and acquisitions, negotiated underwritings, competitive biddings,       
secondary distributions of listed and unlisted securities, private placements   
and valuations for estate, corporate and other purposes.                        

Goldman Sachs provides a full range of financial advisory and securities
services and, in the course of its normal trading activities, may from time to  
time effect transactions and hold securities, including derivative securities,  
of Celestial or Hain for its own account and for the accounts of customers.     
Goldman Sachs may provide investment banking services to Hain and its           
subsidiaries in the future.                                                     

Pursuant to a letter agreement dated December 3, 1999, Celestial engaged
Goldman Sachs to act as its financial advisor in connection with the possible   
sale of, or a business combination involving, all or a portion of the stock or  
assets of Celestial. Pursuant to the terms of this letter agreement, Celestial  
has agreed to pay Goldman Sachs upon the consummation of the merger a fee of    
1.5% of the aggregate consideration paid in the merger. Celestial also has      
agreed to reimburse Goldman Sachs for its reasonable out-of-pocket expenses,    
including attorneys' fees, and to indemnify Goldman Sachs against certain       
liabilities, including certain liabilities under the federal securities laws.   

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INTERESTS OF INSIDERS IN THE MERGER 

In considering the recommendations of Hain's board of directors and     
Celestial's board of directors with respect to the merger proposals, Hain       
stockholders and Celestial stockholders should be aware that some directors and 
members of management of Celestial have interests in the merger that are in     
addition to their interests as Celestial stockholders generally. The names and  
titles of the individuals who are directors and/or executive officers of        
Celestial and who are known to have these additional interests are listed on the
table located on page 61 of this document. Celestial's board of directors was   
aware of these interests and considered them, among other matters, in approving 
the merger.                                                                     

INTERESTS OF CELESTIAL OFFICERS AND DIRECTORS                                   

 HAIN'S BOARD OF DIRECTORS.  The merger agreement provides that, as of the
effective time of the merger until the next regularly scheduled meeting of the  
Hain stockholders, three Celestial designees will be added to our board of      
directors. Mo Siegel, Marina Hahn and Gregg A. Ostrander, who are current       
members of Celestial's board of directors, are to become members of our board of
directors pursuant to this provision. Any other directors designated by         
Celestial will be reasonably acceptable to Hain's board of directors, in its    
sole discretion. Upon the election of the three directors to be designated by   
Celestial, Hain's board will consist of 11 directors. The Celestial designees to
our board will be entitled to compensation customarily paid to our board        
members.                                                                        

STOCK OPTIONS AND STOCK AWARDS.  Pursuant to the terms of the Celestial 
stock option and stock award plans, as a result of the merger, all unvested     
Celestial options will become fully vested and exerciseable and the restrictions
on awards of restricted stock will lapse. The number of unvested Celestial      
options and the number of shares of Celestial common stock underlying awards of 
restricted stock that will become nonforfeitable and transferrable as a result  
of the merger that are held by the executive officers of Celestial are set forth
in the table on page 61 of this joint proxy statement/ prospectus.              

SEVERANCE.  Pursuant to the terms of Celestial's Retention and Severance
Policy For Key Employees certain of Celestial's executive officers are eligible 
to receive a performance bonus in the event they remain employed by Celestial   
through September 30, 2000 or their position is eliminated prior to that date.  
In addition, such key employees may be eligible to receive severance            
compensation in the event they experience a significant reduction in            
responsibility or are terminated under certain circumstances following the      
merger. The table below includes the benefits that may become payable to        
Celestial's executive officers pursuant to the Retention and Severance Policy.  

   INDEMNIFICATION AND INSURANCE.  Under the merger agreement, Hain has agreed
to, or cause the surviving corporation in the merger to:                        

    - for a period of ten years after the effective time of the merger, maintain
      in effect the current provisions regarding indemnification of officers and
      directors contained in the certificate of incorporation and by-laws, prior
to the effective time of the merger, of Celestial and each of its   
 subsidiaries and any directors, officers or employees indemnification
   agreements, prior to the effective time of the merger, of Celestial and
its subsidiaries;                                                   

- for a period of six years after the effective time of the merger,     
    indemnify the directors and officers, prior to the effective time of the
     merger, of Celestial to the fullest extent to which Hain or the surviving
   corporation is permitted to indemnify such officers and directors under
its certificate of incorporation and by-laws and the DGCL; and      

    - for a period of ten years after the effective time of the merger, maintain
in effect the current policies of directors' and officers' liability
    insurance and fiduciary liability insurance, prior to the effective time
      of the merger, maintained by Celestial with respect to claims arising from
facts or                                                            

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      events which occurred on or before the effective time of the merger. Hain,
   however, may substitute in place of such policies, policies of at least
    the same coverage and amounts containing terms and conditions which are,
 in the aggregate, no less advantageous to the insured in any material
respect.                                                            

See "Principal Provisions of The Merger Agreement--Principal            
Covenants--Benefits Continuation" for a description of the benefits provided by 
the merger agreement for employees of Celestial generally.                      

 The following table shows the maximum benefits that may become payable to
the executive officers of Celestial (other than Messrs. Siegel and Hughes) as a 
consequence of the merger. An executive officer's employment must be terminated 
to receive the dollar amounts listed. The accelerated vesting of the stock      
options and restricted stock shown will occur regardless of termination of      
employment. The amounts shown assume a merger date of May 30, 2000 and that the 
executive officer's employment is terminated on that date (other than for       
cause).                                                                         

                                                        [Enlarge/Download Table]

                                               SEVERANCE                                   OPTIONS 
                                                BENEFITS    BONUS    BENEFITS  TOTAL CASH   VESTED 
                                               ----------  --------  --------  ----------  --------
                                                                                                   
Kerin Franklin................................ $  101,200  $ 72,864  $ 30,360  $  204,424   14,293 
  Vice President Research & Development                                                            
Walter Freese................................. $  165,000  $132,000  $ 49,500  $  346,500   32,534 
  General Manager                                                                                  
Marie Gambon.................................. $  124,701  $ 89,785  $ 37,410  $  251,896   21,500 
  Vice President Human Resources                                                                   
James Leighton................................ $  150,000  $108,000  $ 45,000  $  303,000   30,000 
  Vice President Operations                                                                        
David Rosenthal............................... $  125,000  $ 90,000  $ 37,500  $  252,500    5,000 
  Senior Director of Finance                                                                       

In lieu of benefits under Celestial's Retention and Severance Policy,   
Mo Siegel, Celestial's chairman, and Steve Hughes, Celestial's Chief Executive  
Officer, have agreements with Celestial entitling them to certain severance     
benefits if their employment is terminated without cause following the merger   
(or if either resign following the merger for good reason, as defined in their  
respective agreements). Mr. Siegel would be entitled to two years of salary     
($500,000), coverage for Mr. Siegel and his family under Celestial's health     
insurance policies for life, life insurance coverage for up to two years,       
payments for accrued vacation and payments equal to two years of certain other  
benefits received by Celestial officers. Mr. Hughes would be entitled to two    
years of salary (approximately $685,000), two times Mr. Hughes' average bonus   
for the last two years (approximately $158,000) plus any accrued bonus, health  
and life insurance coverage for up to two years, payments for accrued vacation  
and payments equal to two years of certain other benefits received by Celestial 
officers. In addition, 15,000 shares of restricted stock held by Mr. Hughes and 
options to acquire 191,665 shares of Celestial common stock held by Mr. Hughes  
will vest as a result of the merger.                                            

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PRINCIPAL PROVISIONS OF THE MERGER AGREEMENT

THE FOLLOWING IS A SUMMARY OF THE MERGER AGREEMENT, A COPY OF WHICH IS  
ATTACHED AS ANNEX A AND IS INCORPORATED INTO THIS JOINT PROXY                   
STATEMENT/PROSPECTUS BY REFERENCE. STOCKHOLDERS OF HAIN AND CELESTIAL ARE URGED 
TO READ THE MERGER AGREEMENT IN ITS ENTIRETY FOR A MORE COMPLETE DESCRIPTION OF 
THE TERMS AND CONDITIONS OF THE MERGER.                                         

GENERAL                                                                         

 The merger agreement contemplates the merger of Hain Acquisition Corp., a
wholly owned subsidiary of Hain, with and into Celestial, with Celestial        
surviving the merger. The merger will become effective at the date and time that
the certificate of merger is filed with the Secretary of State of the State of  
Delaware. We anticipate that we will make this filing as soon as practicable    
after the last of the conditions precedent to the merger, as set forth in the   
merger agreement, has been satisfied or waived. The merger agreement obligates  
Hain to have the Hain common stock to be issued in connection with the merger   
approved for listing on the Nasdaq National Market, subject to official notice  
of issuance, prior to the effective time of the merger.                         

CONSIDERATION TO BE RECEIVED IN THE MERGER                                      

 At the effective time of the merger, each issued and outstanding share of
Celestial common stock, together with the associated rights, which are described
in detail under the heading "Comparison of Stockholder Rights--Stockholder      
Rights Plan," will be converted into the right to receive 1.265 shares of Hain  
common stock. However, each share of Celestial common stock, together with the  
associated rights, owned by Celestial or any of Celestial's subsidiaries will be
canceled and retired. Cash will be paid in lieu of any fractional Hain common   
stock that would otherwise be issuable to each holder of Celestial common stock 
together with the associated rights, who would otherwise have been entitled to a
fraction of Hain Common Stock pursuant, will be entitled to receive an amount of
cash rounded to the nearest cent (without interest) determined by multiplying   
the fair market value of a share of Celestial common stock (as determined by    
Celestial's board of directors at the effective time of the merger) by the      
fractional share interest to which that holder would otherwise have been        
entitled.                                                                       

EXCHANGE OF SHARES                                                              

Subject to the terms and conditions of the merger agreement, Hain will  
deposit with an exchange agent designated by Hain and reasonably acceptable to  
Celestial, as needed, certificates representing the Hain common stock issuable  
in exchange for the outstanding Celestial common stock and will from time to    
time deposit cash in an amount required to be paid for fractional Hain common   
stock and other distributions, if any, on the Hain common stock. As promptly as 
practicable after the effective time of the merger, Hain will send, or will     
cause the exchange agent to send, to each holder of record of Celestial common  
stock a letter of transmittal and instructions. Thereafter, holders of Celestial
common stock may surrender their certificates to the exchange agent, together   
with a duly executed letter of transmittal. In exchange for such share          
certificates, holders will receive Hain common stock certificates representing  
such number of shares as described under "--Consideration to be Received in the 
Merger." Holders of unexchanged Celestial common stock will not be entitled to  
receive any dividends or distributions payable by Hain with respect to those    
shares of Hain common stock represented by such unexchanged Celestial           
certificates until the applicable Celestial certificate is surrendered. Upon    
surrender, however, subject to applicable laws, those holders of whole shares   
will receive distributions, without interest, together with cash in lieu of     
fractional shares.                                                              

  Hain will not issue fractional common stock to holders of Celestial common
stock. For each fractional share that would otherwise be issued, the exchange   
agent will pay the relevant holder an                                           

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amount in cash equal to the fractional part of a share of Hain common stock as  
determined under the merger agreement.                                          

PRINCIPAL REPRESENTATIONS AND WARRANTIES                                        

The merger agreement contains a number of reciprocal representations and
warranties of Hain and Celestial as to, among other things, due incorporation   
and good standing, corporate authority to enter into the contemplated           
transactions, required consents and filings with government entities, absence of
conflicts with organizational documents and material agreements, capitalization,
reports filed with the SEC, financial statements, absence of undisclosed        
liabilities, litigation, material changes or events, compliance with laws, title
to properties, tax matters, finder's fees, intellectual property, labor matters,
information supplied for use in this document and the required stockholder      
approvals. Many of these representations and warranties are qualified by        
material adverse effect, which, for purposes of the merger agreement, means,    
with respect to Hain or Celestial, as the case may be, a material adverse effect
on the general affairs, management, business, operations or condition (financial
or otherwise) of either party and its subsidiaries, taken as a whole.           

PRINCIPAL COVENANTS                                                             

  CONDUCT OF BUSINESS PENDING THE MERGER.  Pursuant to the merger agreement,
Celestial has agreed that from the date of the merger agreement until the       
effective time of the merger, except as consented to in writing by Hain, which  
consent is not to be unreasonably withheld or delayed, Celestial will, and will 
cause each Celestial subsidiary to, conduct its business in the ordinary course 
consistent with past practice and will use all commercially reasonable efforts  
to:                                                                             

- keep intact its present business organization;                        

  - maintain the availability of the services of its officers and employees;

- maintain existing satisfactory relationships with its customers,      
     distributors, suppliers and others having business relationships with it;
and                                                                 

    - take no action which would materially impair the ability of the parties to
      consummate the merger or the other transactions contemplated by the merger
agreement.                                                          

Without limiting the generality of the foregoing, except as otherwise   
expressly provided in the merger agreement, prior to the effective time of the  
merger, Celestial will not, nor will it permit any of its subsidiaries to,      
without the prior written consent of Hain, which consent is not to be           
unreasonably withheld or delayed:                                               

     (a) amend its certificate of incorporation or organization or bylaws;

        (b) authorize for issuance, issue, sell, deliver, grant any options for,
or otherwise agree or commit to issue, sell or deliver any shares of any
   class of its capital stock or any securities convertible into shares of any
    class of its capital stock (except for the exercise of currently outstanding
stock options and except pursuant to the 1994 Non-Employee Director     
Compensation Plan pursuant to elections currently in effect);           

 (c) split, combine or reclassify any shares of its capital stock,
declare, set aside or pay any dividend or other distribution (whether in
cash, stock or property or any combination thereof) in respect of its   
capital stock or purchase, redeem or otherwise acquire any shares of    
   Celestial's own capital stock or of any of Celestial's subsidiaries, except
as otherwise expressly provided in the merger agreement;                

       (d) (1) create, incur, assume, maintain or permit to exist any debt for
borrowed money other than under existing lines of credit in the ordinary
course of business consistent with past practice;                       

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  (2) assume, guarantee, endorse or otherwise become liable or
responsible (whether directly, contingently or otherwise) for the 
 obligations of any other person except for Celestial's wholly-owned
      subsidiaries in the ordinary course of business and consistent with past
practices and subclause (1) above;                                

  (3) make any loans, advances or capital contributions to, or
investments in, any other person except loans, advances, capital  
     contributions or investments not to exceed $50,000 in the aggregate; or

         (4) pledge or otherwise encumber shares of its capital stock or its
subsidiaries;                                                     

(e) (1) increase in any manner the compensation of              

            - any employee except in the ordinary course of business
consistent with past practice; or       

                 - except under the terms of any agreement in existence on the
            date of the merger agreement any of its directors or
officers;                               

        (2) pay or agree to pay any pension, retirement allowance or other
     employee benefit not required, or enter into or agree to enter into any
 agreement or arrangement with such director or officer or employee,
whether past or present, relating to any such pension, retirement 
     allowance or other employee benefit, except as required under currently
       existing agreements, plans or arrangements or to extend employee benefits
      upon termination in the ordinary course of business consistent with past
practice;                                                         

      (3) grant any severance or termination pay to, or enter into any
employment or severance agreement with,                           

            - any employee except in the ordinary course of business
consistent with past practice; or       

          - except under the terms of any agreement or policy in
                existence on the date of the merger agreement any of its
directors or officers; or               

         (4) except as may be required to comply with applicable law, become
obligated (other than pursuant to any new or renewed collective   
bargaining agreement) under any new pension plan, welfare plan,   
multiemployer plan, employee benefit plan, benefit arrangement, or
    similar plan or arrangement, which was not in existence on the date of
the merger agreement, including any bonus, incentive, deferred    
   compensation, stock purchase, stock option, stock appreciation right,
group insurance, severance pay, retirement or other benefit plan, 
     agreement or arrangement, or employment or consulting agreement with or
      for the benefit of any person, or amend any of such plans or any of such
   agreements in existence on the date of the merger agreement; however,
Celestial may enter into agreements with its employees in order to
     provide incentives to such employees to continue to remain as employees
     of Celestial at least through the effective time of the merger, so long
    as the aggregate cost to Celestial of such agreements shall not exceed
      $500,000 in the aggregate and further, that Celestial consults with Hain
prior to entering into any such agreements;                       

       (f) except as otherwise expressly contemplated by the merger agreement,
enter into any other agreements, commitments or contracts in excess of  
 $50,000 in the aggregate, except agreements, commitments or contracts for
  the purchase, sale or lease of goods or services in the ordinary course of
business consistent with past practice;                                 

        (g) authorize, recommend, propose or announce an intention to authorize,
recommend or propose, or enter into any agreement in principle or an    
agreement with respect to, any plan of liquidation or dissolution, any  
acquisition of a material amount of assets (other than in the           

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ordinary course of business) or securities, any sale, transfer, lease,  
    license, pledge, mortgage, or other disposition or encumbrance of a material
amount of assets (other than in the ordinary course of business) or     
    securities or any material change in its capitalization, or any entry into a
   material contract or any amendment or modification of any material contract
or any release or relinquishment of any material contract rights;       

      (h) authorize any new capital expenditure or expenditures in excess of
$50,000 in the aggregate, other than expenditures that were included in 
Celestial's capital expenditure budget for the current fiscal year;     

     (i) make any change in the accounting methods or accounting practices
followed by Celestial;                                                  

      (j) settle or compromise any material federal, state, local or foreign
tax liability, make any new material tax election, revoke or modify any 
 existing tax election, or request or consent to a change in any method of
tax accounting;                                                         

   (k) take, cause or permit to be taken any action, whether before or
    after the effective date of the merger, that could reasonably be expected to
  prevent the merger from constituting a "reorganization" within the meaning
of section 368(a) of the tax code;                                      

      (l) waive, amend or otherwise alter the rights agreement or redeem the
rights, except as contemplated by the merger agreement;                 

     (m) knowingly do any act or omit to do any act that would result in a
    breach of any representation by Celestial set forth in the merger agreement;
or                                                                      

(n) agree to do any of the foregoing.                           

   Pursuant to the merger agreement, Hain has agreed that from the date of the
merger agreement until the effective time of the merger, except as consented to 
in writing by Celestial, which consent is not to be unreasonably withheld or    
delayed, Hain shall, and will cause each of the Hain subsidiaries to, conduct   
its business in all material respects in the ordinary course consistent with    
past practice and shall use all commercially reasonable efforts to:             

 - keep substantially intact its present business, properties and business
relationships; and                                                  

    - take no action which would materially adversely affect the ability of Hain
   and Celestial to consummate the transactions contemplated by the merger
agreement.                                                          

Without limiting the generality of the foregoing, except as otherwise   
expressly provided in the merger agreement, prior to its effectiveness, Hain    
will not, nor will it permit any of its subsidiaries to, without the prior      
written consent of Celestial, which consent is not to be unreasonably withheld  
or delayed:                                                                     

   (a) amend its certificate of incorporation or by-laws except as set
forth in the merger agreement;                                          

 (b) split, combine or reclassify any shares of its capital stock,
declare, set aside or pay any dividend or other distribution (whether in
cash, stock or property or any combination thereof) in respect of its   
    capital stock or purchase, redeem or otherwise acquire any shares of its own
  capital stock or of any of its subsidiaries, except as otherwise expressly
provided in the merger agreement;                                       

        (c) authorize, recommend, propose or announce an intention to authorize,
recommend or propose, or enter into any agreement in principle or an    
agreement with respect to, any plan of liquidation or dissolution or any
 sale or disposition of a material amount of its assets (other than in the
ordinary course of business);                                           

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   (d) take, cause or permit to be taken any action, whether before or
    after the effective date of the merger, that could reasonably be expected to
  prevent the merger from constituting a "reorganization" within the meaning
of Section 368(a) of the Code;                                          

     (e) knowingly do any act or omit to do any act that would result in a
breach of any representation by Hain set forth in the agreement; or     

(f) agree to do any of the foregoing.                           

NO SOLICITATION OF TRANSACTIONS.  Pursuant to the merger agreement:     

 (a) Celestial has agreed that it will not, nor will it permit any
Celestial subsidiary to, nor will it authorize any officer, director,   
    employee, investment banker, attorney, accountant, agent or other advisor or
representative of Celestial or any Celestial subsidiary, directly or    
indirectly, to:                                                         

      (1) solicit, initiate or knowingly facilitate or encourage the
            submission of any takeover proposal, which is defined in the
   merger agreement to mean any proposal for a merger,
            consolidation, share exchange, business combination or other
     similar transaction involving Celestial or any of its
             significant subsidiaries or any proposal or offer to acquire,
         directly or indirectly 25% or more of any class of equity
              securities in, 25% or more of any voting securities of, or 25%
              or more of any class of the assets of, Celestial or any of its
significant subsidiaries;                       

           (2) enter into any agreement with respect to any takeover proposal;
or                                              

        (3) participate in any discussions or negotiations regarding, or
          furnish to any person any information with respect to, any
                inquiries or the making of any proposal that constitutes, or may
         be reasonably expected to lead to, any takeover proposal.

    However, Celestial may take any action(s) described in the foregoing
      clauses 1, 2 or 3, but only if to the extent required by the fiduciary
    obligations of Celestial's board of directors, as determined in good
   faith by a majority of its members, after consultation with outside
    legal counsel, Celestial may, in response to unsolicited requests of
       takeover proposals, participate in discussions or negotiations with, or
   furnish information pursuant to a confidentiality agreement no less
favorable to such party in all material respects than the       
       confidentiality agreement between Celestial and Hain dated December 21,
  1999 to, any person who indicates a willingness to make a superior
proposal as defined in the merger agreement.                    

      (b) Unless Celestial's board of directors has previously withdrawn, or
 is concurrently withdrawing, its recommendation of the merger in order to
  satisfy its fiduciary duties, as determined in good faith by a majority of
    its members on the basis of the written advice of its outside legal counsel,
    neither Celestial's board of directors nor any board committee may recommend
    any third party takeover proposal to Celestial stockholders. Notwithstanding
the foregoing, nothing contained in the merger agreement will prevent   
Celestial's board of directors from complying with Rule 14d-9 and       
  Rule 14e-2 under the Exchange Act with respect to any takeover proposal or
making any disclosure required by applicable law.                       

   (c) Celestial must notify Hain promptly, but no later than the next
   business day, after receipt by Celestial, or any Celestial advisors, of any
takeover proposal or any request for nonpublic information in connection
  with a takeover proposal or for access to the properties, books or records
of Celestial by any person or entity that informs Celestial that it is  
    considering making or has made a takeover proposal. Such notice must be made
 orally and in writing and must indicate the identity of the person making
the takeover proposal, inquiry or contact, and the material terms and   
conditions of such proposal, inquiry or contact.                        

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   INDEMNIFICATION AND INSURANCE.  These matters are discussed above under the
heading "Interests of Insiders in the Merger--Interests of Celestial Officers   
and Directors--Indemnification and Insurance."                                  

CELESTIAL STOCK OPTIONS.  The merger agreement provides that after the  
effective time of the merger, Hain or the surviving corporation of the merger   
will assume each Celestial option under the same terms of any stock option plan 
under which such Celestial options were issued and any stock option agreement by
which it is evidenced. Alternatively, after the effective time of the merger,   
Hain may adopt or amend substitute plans to provide substantially similar       
benefits for any Celestial option. Each Celestial option assumed or substituted 
by Hain will be exerciseable for the number of shares of Hain common stock equal
to the number of shares of Celestial common stock (including the associated     
preferred share purchase rights) underlying such option multiplied by the       
exchange ratio. The exercise price for each Celestial option assumed by Hain    
will equal the Celestial exercise price divided by the exchange ratio and will  
vest in accordance with the vesting schedule applicable to such option in effect
prior to such assumption or substitution, taking into account any vesting which 
may occur as a result of the merger.                                            

BENEFITS CONTINUATION.  For a period of one year following the effective
time of the merger, Hain has agreed in the merger agreement that it will provide
or cause the surviving corporation to provide salary and benefits to employees  
of Celestial who continue to be employed by Celestial after the effective time  
of the merger which will, in the aggregate, be substantially equivalent, in the 
aggregate, to those currently provided by Celestial to its employees.           
Notwithstanding the foregoing, nothing in the merger agreement shall otherwise  
limit the surviving corporation's right to amend, modify or terminate any       
employee benefit plan or arrangement. Hain has agreed that any person employed  
by Celestial at the effective time of the merger whose employment is terminated 
by the surviving corporation on or prior to the first anniversary of the        
effective time of the merger will be provided severance benefits substantially  
equivalent in the aggregate, to those currently provided under Celestial's      
severance policies. Hain or the surviving corporation in the merger will also   
assume in accordance with its terms, the Celestial thrift plan, however, Hain   
and the surviving corporation reserve the right in accordance with the thrift   
plan to terminate or merge the plan or transfer assets and liabilities from the 
plan to a 401(k) plan sponsored by Hain or an affiliate.                        

EMPLOYEE STOCK OWNERSHIP PLAN.  To the extent that shares of Celestial  
common stock held by the ESOP have not been distributed to participants prior to
the closing date, such shares shall be converted into shares of Hain common     
stock on the closing date in accordance with the provisions described under     
"--Exchange of Shares" without further action by any participant.               

OTHER COVENANTS.  The merger agreement contains additional covenants,   
including covenants relating to preparation and distribution of this document,  
coordination of stockholders' meetings, access to information, mutual           
notification of particular events, public announcements and cooperation         
regarding filings with governmental and other agencies and organizations. In    
addition, the merger agreement contains a general covenant requiring each of the
parties thereto to use all commercially reasonable efforts to effect the        
completion of the merger.                                                       

CONDITIONS TO THE CONSUMMATION OF THE MERGER                                    

  CONDITIONS TO EACH PARTY'S OBLIGATIONS TO EFFECT THE MERGER.  Each party's
obligation to consummate the merger is subject to the satisfaction or waiver of 
the following conditions:                                                       

(a) STOCKHOLDER APPROVALS.                                      

           - Celestial's stockholders having approved and adopted the merger and
the merger agreement; and                             

       - Hain's stockholders having approved the issuance of Hain common
stock in the merger.                                  

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       (b) HART-SCOTT-RODINO ACT. The waiting period (and any extension of it)
applicable to the merger under the Hart-Scott-Rodino Act will have been 
terminated or will have expired.                                        

      (c) NO INJUNCTIONS OR RESTRAINTS. No judgment, order, decree, statute,
  law, ordinance, rule or regulation entered, enacted, promulgated, enforced
or issued by any court or other governmental entity of competent        
jurisdiction or other legal restraint or prohibition will be in effect  
preventing the consummation of the merger.                              

(d) POOLING-OF-INTERESTS; CONSENTS. The merger will qualify for 
"pooling-of-interests" accounting treatment. Hain will have received a  
    letter to that effect from Ernst & Young LLP, independent auditors for Hain.
Celestial will have received a letter from Deloitte & Touche LLP,       
   independent auditors for Celestial stating that Celestial will qualify as a
    party to a "pooling-of-interests" transaction, each letter dated the closing
date of the merger. In addition, Hain will have received all consents   
  required from the independent accountants in connection with the filing of
    this registration statement necessary to effect the registration of the Hain
common stock.                                                           

    (e) REGISTRATION STATEMENT. The registration statement of which this
    joint proxy statement/ prospectus is a part will have become effective under
the Securities Act and will not be the subject of any stop order or     
 proceedings seeking a stop order and no stop order or similar restraining
order will be threatened or entered by the SEC or any state securities  
administration preventing the merger.                                   

(f) NASDAQ LISTING. The shares of Hain common stock issuable to 
  Celestial's stockholders as contemplated by the merger agreement will have
   been approved for listing on the National Market System of The Nasdaq Stock
Market, Inc., subject to official notice of issuance.                   

       (g) CONSENTS AND APPROVALS. All necessary consents and approvals of any
  United States or any other governmental authority or any other third party
    required for the consummation of the transactions contemplated by the merger
 agreement will have been obtained; except for such consents and approvals
which individually or in the aggregate would not have a material adverse
effect on Hain after the effective time of the merger if they were not  
obtained.                                                               

ADDITIONAL CONDITION TO OBLIGATIONS OF HAIN.  The obligation of Hain to 
consummate the merger is further subject to the satisfaction of the following   
additional conditions, which may be waived in writing exclusively by Hain:      

(a) PERFORMANCE OF OBLIGATIONS; REPRESENTATIONS AND WARRANTIES. 
Celestial will have performed in all material respects all of its       
   obligations under the merger agreement required to be performed by it at or
   prior to the closing date of the merger. The representations and warranties
   of Celestial included in the merger agreement, to the extent qualified with
 respect to materiality, shall be true and correct in all respects, and to
   the extent not so qualified will have been true and correct in all material
respects as of the date of the merger agreement and at and as of the    
 effective time of the merger, as if made at and as of that time except to
    the extent expressly made as of an earlier date, in which case on that date.
   Celestial will have delivered to Hain an officer's certificate, in form and
substance satisfactory to Hain and its counsel relating to the matters  
addressed in this clause (a) and clause (b).                            

  (b) NO MATERIAL ADVERSE CHANGE. Except as disclosed in Celestial's
 current SEC reports, at any time after September 30, 1999, there will not
have occurred any material adverse change in the general affairs,       
    management, business, operations, assets, condition (financial or otherwise)
or prospects of Celestial and its subsidiaries, taken as a whole.       

     (c) AFFILIATE LETTERS. Hain will have received from each affiliate of
Celestial a written agreement substantially in the form attached as     
Exhibit B to the merger agreement.                                      

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      (d) TAX OPINION. Hain will have received an opinion of Cahill Gordon &
Reindel, counsel to Hain, dated on or about the closing date, based upon
such representations and assumptions as such counsel may reasonably deem
  relevant, to the effect that the merger will be treated for federal income
tax purposes as a reorganization qualifying under the provisions of     
   Section 368(a) of the federal tax code; that each of Hain, Hain Acquisition
    Corp. and Celestial will be a party to the reorganization within the meaning
of section 368(b) of the federal tax code; that no gain or loss will be 
    recognized by a stockholder of Celestial on the exchange of Celestial shares
   for the merger consideration pursuant to the merger, except with respect to
any cash received in lieu of a fractional share.                        

ADDITIONAL CONDITIONS TO OBLIGATIONS OF CELESTIAL.  The obligation of   
Celestial to effect the merger is subject to the satisfaction of each of the    
following additional conditions, any of which may be waived in writing          
exclusively by Celestial:                                                       

        (a) PERFORMANCE OF OBLIGATIONS; REPRESENTATIONS AND WARRANTIES. Hain and
    Hain Acquisition Corp. each will have performed in all material respects all
    of its obligations under the merger agreement required to be performed by it
   at or prior to the closing date. The representations and warranties of Hain
contained in the merger agreement that are qualified by reference to    
   materiality will be true and correct in all respects, and to the extent not
    so qualified will be true and correct in all material respects, in each case
  as of the date of the merger agreement and at and as of the effective time
of the merger as if made at and as of such time, except to the extent   
 expressly made as of an earlier date, in which case as of such date. Hain
will have delivered to Celestial an officer's certificate, in form and  
substance satisfactory to Celestial and its counsel, to the effect of   
matters stated in this clause (a) and clause (b).                       

       (b) NO MATERIAL ADVERSE CHANGE. Except as disclosed in the Hain current
  SEC reports, at any time after June 30, 1999, there will not have occurred
 any material adverse change in the general affairs, management, business,
   operations, assets, condition (financial or otherwise) or prospects of Hain
and its subsidiaries, taken as a whole.                                 

     (c) TAX OPINION. Celestial will have received an opinion from Bartlit
    Beck Herman Palenchar & Scott, counsel to Celestial, on or about the closing
  date, to the effect that the merger will be treated for federal income tax
   purposes as a reorganization qualifying under section 368(a) of the federal
   tax code; that each of Hain, Hain Acquisition Corp. and Celestial will be a
party to the reorganization within the meaning of section 368(b) of the 
  federal tax code; that no gain or loss will be recognized by a stockholder
of Celestial on the exchange of Celestial shares for the merger         
consideration pursuant to the merger except with respect to any cash    
received in lieu of a fractional share.                                 

TERMINATION                                                                     

 The merger agreement may be terminated at any time prior to the effective
time of the merger, whether before or after approval of the matters presented in
connection with the merger by the Celestial stockholders:                       

(a) by mutual written consent of Hain and Celestial;            

       (b) by either Hain or Celestial, if the merger has not been consummated
   by December 31, 2000; but the right to terminate the merger agreement under
this clause (b) will not be available to any party whose breach of any  
   obligation under the merger agreement resulted in the failure of the merger
to occur on or before that date;                                        

 (c) by either Hain or Celestial, if there is any judgment, order,
decree, statute, law, ordinance, rule or regulation entered, enacted,   
promulgated, enforced or issued by any court or other                   

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 governmental entity of competent jurisdiction or other legal restraint or
 prohibition in effect preventing the consummation of the merger will have
become final and nonappealable;                                         

(d) by either Hain or Celestial if,                             

- at the Hain special stockholders' meeting, including any
   adjournment or postponement, the requisite vote of Hain's
        stockholders is not obtained in favor of the Hain proposals to
issue Hain common stock in the merger, or             

     - at the Celestial special stockholders' meeting, including any
          adjournment or postponement, the requisite vote of the Celestial
             stockholders in favor of the merger and the merger agreement is not
obtained;                                             

(e) by Hain,                                                    

         - if Celestial's board of directors modifies, withdraws, conditions
      or qualifies in a manner adverse to Hain its recommendation,
          approval and adoption of the merger agreement or the merger in a
manner adverse to Hain, or                            

          - if prior to the Celestial stockholders' meeting, Celestial's board
          of directors approves an agreement to effect a superior takeover
proposal;                                             

        (f) by Hain, if Celestial will have breached or failed to perform in any
   material respect any of its representations, warranties, covenants or other
agreements contained in the merger agreement, which breach is not cured 
 within 15 business days after receipt by Celestial of a written notice of
    such breach from Hain specifying the breach and requesting that it be cured;

(g) by Celestial,                                               

       - if the Hain board of directors withdraws, modifies, conditions,
           qualifies or otherwise changes its recommendation of approval and
             adoption of the merger agreement and the merger in a manner adverse
to Celestial, or                                      

      - if prior to the Celestial stockholders' meeting, the Celestial
       board of directors approves an agreement to effect a superior
takeover proposal; or                                 

        (h) by Celestial, if Hain will have breached or failed to perform in any
   material respect any of its representations, warranties, covenants or other
agreements contained in the merger agreement, which breach is not cured 
 within 15 business days after receipt by Hain of a written notice of such
    breach from Celestial specifying the breach and requesting that it be cured.

TERMINATION FEES PAYABLE BY HAIN                                                

If the merger agreement is terminated by Celestial pursuant to          
paragraph (g) above only if the Hain board changes its recommendation, or under 
paragraph (h) above if Hain's breach or failure to perform is due to Hain's     
intentional or bad faith acts, then Hain will pay Celestial up to $3 million to 
cover expenses and $8 million in liquidated damages. If the merger agreement is 
terminated by Celestial after Hain fails to receive stockholder approval or     
pursuant to paragraph (h) above for reasons other than those described in the   
previous sentence, then Hain will pay Celestial up to $3 million to cover       
expenses (but no liquidated damages).                                           

TERMINATION FEES PAYABLE BY CELESTIAL                                           

If the merger agreement is terminated by Hain pursuant to paragraph (e) 
above or under paragraph (f) above if Celestial's breach or failure to perform  
is due to Celestial's intentional or bad faith acts, or if the merger agreement 
is terminated by Celestial under paragraph (g) above upon approval of a superior
proposal by Celestial, then Celestial will pay Hain up to $3 million to cover   

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expenses and $8 million in liquidated damages. If the merger agreement is       
terminated by Hain after Celestial fails to receive stockholder approval or     
pursuant to paragraph (f) above for reasons other than those described in the   
previous sentence, then Celestial will pay Hain up to $3 million (but no        
liquidated damages), but if Celestial terminates the merger agreement as        
described in this sentence and then within the next twelve months signs an      
agreement relating to a superior proposal which it closes within eighteen months
of termination, then Celestial will pay Hain an additional $8 million as        
liquidated damages.                                                             

EXPENSES                                                                        

  All fees and expenses incurred in connection with the merger agreement and
the transactions contemplated by the merger agreement, other than termination   
fees payable upon termination under "--Termination Fees Payable by Hain" and    
"--Termination Fees Payable by Celestial," will be paid by the party incurring  
such expenses, whether or not the merger is consummated, including without      
limitation, the preparation, execution and performance of the merger agreement  
and the transactions contemplated by such agreement and all fees and expenses of
any investment banker, finders, broker, agent, representative, counsel or       
accountant, except that Hain will bear and pay 66.6% and Celestial will bear and
pay 33.3% of the costs and expenses incurred in connection with the filing,     
printing and mailing of the joint proxy statement/prospectus (including SEC     
filing fees).                                                                   

VOTING AGREEMENTS                                                               

   On March 5, 2000, Irwin D. Simon, in his capacity as a stockholder of Hain,
entered into a voting agreement with Celestial, pursuant to which he agreed to  
vote his Hain shares in favor of the merger agreement and merger at the special 
stockholders meeting. Concurrently, Mo Siegel, in his capacity as a stockholder 
of Celestial, entered into a voting agreement with Hain, pursuant to which he   
agreed to vote his Celestial shares in favor of the merger agreement and merger 
at the special stockholders meeting.                                            

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THE STOCKHOLDERS' MEETINGS

THE HAIN SPECIAL MEETING                                                        

GENERAL                                                                         

    This joint proxy statement/prospectus is being furnished to the stockholders
of Hain in connection with the solicitation of proxies on behalf of the Hain    
board of directors for use at the special meeting to be held on May 30, 2000, at
the time and place specified in the accompanying notice of special meeting of   
stockholders, and at any adjournment or postponement thereof. The purpose of the
special meeting is to consider and vote upon proposals to:                      

    - approve the issuance of Hain common stock pursuant to the merger agreement
dated March 5, 2000 by and between Hain and Celestial;              

- amend the Hain certificate of incorporation to change Hain's corporate
    name to The Hain Celestial Group, Inc. to be effective upon consummation
of the merger;                                                      

- amend the Hain certificate of incorporation to increase the authorized
 number of shares of Hain common stock from 40 million to 100 million;

- amend the Hain 1994 Long Term Incentive and Stock Award Plan to       
     (a) increase the number of shares issuable over the term of the plan by 3
      million shares to 6.4 million shares in the aggregate and (b) increase the
upper limit on the number of shares for which options or stock      
appreciation rights may be granted to any participant under the plan
during any calendar year to 1 million shares;                       

- adopt the Hain 2000 Directors Stock Option Plan; and                  

- transact such other business as may properly come before the special  
meeting.                                                            

    Each copy of this joint proxy statement/prospectus mailed to holders of Hain
common stock is accompanied by a form of proxy for use at the special meeting.  
This joint proxy statement/prospectus is also furnished to Celestial            
stockholders as a prospectus in connection with the issuance to them of shares  
of Hain common stock upon completion of the merger.                             

 THE BOARD OF DIRECTORS OF HAIN HAS APPROVED THE ISSUANCE OF SHARES IN THE
MERGER, THE AMENDMENTS TO HAIN'S CERTIFICATE OF INCORPORATION, THE AMENDMENT TO 
HAIN'S 1994 LONG TERM INCENTIVE AND STOCK AWARD PLAN AND ADOPTION OF THE 2000   
DIRECTORS STOCK OPTION PLAN AND RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF  
THE FOREGOING ACTIONS.                                                          

RECORD DATE; QUORUM                                                             

The Hain board of directors has fixed the close of business on April 21,
2000 as the record date for the determination of the holders of Hain common     
stock entitled to receive notice of and to vote at the special meeting. The     
presence, in person or represented by proxy, of the holders of a majority of    
shares of Hain common stock entitled to vote at the special meeting is necessary
to constitute a quorum.                                                         

VOTE REQUIRED                                                                   

   As of the record date for the special meeting, there were 18,411,458 shares
of Hain common stock outstanding, each of which is entitled to one vote on the  
issuance of shares of Hain common stock in the merger and each other matter     
properly submitted at the special meeting. Holders of Hain common stock as of   
the record date of the special meeting are entitled to one vote per share of    
Hain common stock on each matter to be considered at the special meeting.       
Approval of the issuance of shares of Hain common stock in the merger and of the
amendments to Hain's certificate of incorporation require the affirmative vote  
of the holders of a majority of the shares of Hain common stock entitled to vote
at the special meeting. Approval of an amendment to Hain's 1994 Long Term       
Incentive and Stock Award Plan and adoption of Hain's 2000 Directors Stock      
Option Plan require the affirmative                                             

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vote of the holders of a majority of the Hain common stock present in person or 
by proxy at the special meeting, assuming a quorum is present.                  

VOTING OF PROXIES                                                               

Shares of Hain common stock represented by a proxy properly signed and  
received at or prior to the special meeting, unless subsequently revoked, will  
be voted in accordance with the instructions indicated on the proxy.            

Stockholders of Hain will not be entitled to present any matter for     
consideration at the special meeting, and no business is to be acted upon at the
special meeting other than as set forth in the notice of special meeting of     
stockholders accompanying this joint proxy statement/prospectus.                

    Shares of Hain common stock represented at the special meeting by a properly
executed, dated and returned proxy will be treated as present at the special    
meeting for purposes of determining a quorum, without regard to whether the     
proxy is marked as casting a vote or abstaining. For voting purposes at the     
special meeting, only shares affirmatively voted in favor of approval of the    
proposals presented at the special meeting will be counted as favorable votes   
for such approval. Any broker non-votes and abstaining votes will not be counted
in favor of approval of the proposals presented at the special meeting. Since   
applicable law requires approval of a majority of the shares voting at the      
special meeting, abstentions will have the same effect as votes cast against the
proposals.                                                                      

  The persons named as proxies by a stockholder may propose and vote for one
or more adjournments of the special meeting to permit further solicitations of  
proxies in favor of approval of the proposals presented at the special meeting; 
however, no proxy that is voted against the approval of the proposals will be   
voted in favor of any such adjournment. An adjournment proposal requires the    
affirmative vote of a majority of the votes cast by holders of Hain common stock
and, therefore, broker non-votes and abstentions will have no effect.           

REVOCABILITY OF PROXIES                                                         

 The grant of a proxy on the enclosed form does not preclude a stockholder
from voting in person. A stockholder may revoke a proxy at any time prior to its
exercise by submitting a signed written revocation to the secretary of Hain, by 
submitting a signed proxy bearing a later date or by appearing at the special   
meeting and voting in person. Attendance at the special meeting will not, in and
of itself, constitute revocation of a proxy.                                    

SOLICITATION OF PROXIES                                                         

 Hain will bear the cost of solicitation of proxies from its stockholders,
including the costs of preparing, filing, printing and distributing this joint  
proxy statement/prospectus and any other solicitation materials that are used.  

   Such directors, officers and employees will not be additionally compensated
but may be reimbursed for reasonable out-of-pocket expenses in connection with  
such solicitation. Arrangements will also be made with brokerage houses and     
other custodians, nominees and fiduciaries for the forwarding of solicitation   
material to the beneficial owners of stock held of record by such persons, and  
Hain will reimburse such custodians, nominees and fiduciaries for their         
reasonable out-of-pocket expenses in connection therewith.                      

In addition, Hain has retained MacKenzie Partners, Inc. to assist in the
solicitation of proxies by Hain for an estimated fee of $6,500 plus             
reimbursement of reasonable out-of-pocket costs and expenses. For bankers and   
brokers, call collect at (212) 929-5500. For others call toll-free at           
(800) 322-2885.                                                                 

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   THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING ARE OF GREAT IMPORTANCE
TO THE HAIN STOCKHOLDERS. ACCORDINGLY, HAIN STOCKHOLDERS ARE URGED TO READ AND  
CAREFULLY CONSIDER THE INFORMATION PRESENTED IN THIS JOINT PROXY                
STATEMENT/PROSPECTUS, AND TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE       
ENCLOSED PROXY IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.                       

    STOCKHOLDERS SHOULD NOT SEND HAIN COMMON STOCK CERTIFICATES WITH THEIR PROXY
CARDS. IF THE PROPOSALS PRESENTED AT THE STOCKHOLDER MEETING ARE APPROVED BY THE
STOCKHOLDERS AND THE MERGER IS CONSUMMATED, CURRENT STOCKHOLDERS WILL CONTINUE  
TO HOLD THEIR EXISTING SHARES OF HAIN COMMON STOCK.                             

THE CELESTIAL SPECIAL MEETING                                                   

GENERAL                                                                         

    This joint proxy statement/prospectus is being furnished to the stockholders
of Celestial in connection with the solicitation of proxies on behalf of the    
Celestial board for use at the special meeting to be held on May 30, 2000, at   
the time and place specified in the accompanying notice of special meeting of   
stockholders, and at any adjournment or postponement thereof. The purpose of the
special meeting is to consider and vote upon proposals to:                      

- approve and adopt the merger and the merger agreement; and            

- transact such other business as may properly come before the special  
meeting.                                                            

Each copy of this joint proxy statement/prospectus mailed to holders of 
Celestial common stock is accompanied by a form of proxy for use at the special 
meeting. This joint proxy statement/prospectus is also furnished to Hain        
stockholders in connection with the proposed merger.                            

 THE BOARD OF DIRECTORS OF CELESTIAL HAS APPROVED THE MERGER AGREEMENT AND
RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.            

RECORD DATE; QUORUM                                                             

The Celestial board of directors has fixed the close of business on     
April 21, 2000 as the record date for the determination of the holders of       
Celestial common stock entitled to receive notice of and to vote at the special 
meeting. The presence, in person or by proxy, of the holders of a majority of   
the outstanding shares of Celestial common stock entitled to vote at the special
meeting is necessary to constitute a quorum.                                    

VOTE REQUIRED                                                                   

  As of the record date for the special meeting, there were 8,428,636 shares
of Celestial common stock outstanding, each of which is entitled to one vote on 
the merger agreement and each other matter properly submitted at the special    
meeting. Holders of Celestial common stock as of the record date of the special 
meeting are entitled to one vote per share of Celestial common stock on each    
matter to be considered at the special meeting. Approval of the merger and the  
merger agreement requires the affirmative vote of the holders of a majority of  
the outstanding shares of Celestial common stock entitled to vote.              

VOTING OF PROXIES                                                               

   Shares of Celestial common stock represented by a proxy properly signed and
received at or prior to the special meeting, unless subsequently revoked, will  
be voted in accordance with the instructions indicated on the proxy.            

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Shares of Celestial common stock represented at the special meeting by a
properly executed, dated and returned proxy will be treated as present at the   
special meeting for purposes of determining a quorum, without regard to whether 
the proxy is marked as casting a vote or abstaining. For voting purposes at the 
special meeting, only shares affirmatively voted in favor of approval and       
adoption of the merger agreement will be counted as favorable votes. Any broker 
non-votes and abstaining votes will not be counted in favor of approval and     
adoption of the merger agreement or the amendment. Since applicable law requires
the affirmative vote of a majority of the outstanding shares to approve the     
merger agreement, broker non-votes and abstentions will have the same effect as 
votes cast against the merger. Broker non-votes and abstentions will be counted 
for purposes of establishing a quorum.                                          

  The persons named as proxies by a stockholder may propose and vote for one
or more adjournments of the special meeting to permit further solicitations of  
proxies in favor of approval of the proposals; however, no proxy that is voted  
against the approval of the proposals will be voted in favor of any such        
adjournment. An adjournment proposal requires the affirmative vote of a majority
of the votes cast by holders of Celestial common stock and, therefore, broker   
non-votes and abstentions will have no effect.                                  

REVOCABILITY OF PROXIES                                                         

 The grant of a proxy on the enclosed form does not preclude a stockholder
from voting in person. A stockholder may revoke a proxy at any time prior to its
exercise by submitting a signed written revocation to the secretary of          
Celestial, by submitting a signed proxy bearing a later date or by appearing at 
the special meeting and voting in person at the special meeting. No special form
of revocation is required. Attendance at the special meeting will not, in and of
itself, constitute revocation of a proxy.                                       

SOLICITATION OF PROXIES                                                         

Celestial will bear the cost of the solicitation of proxies from its    
stockholders, including the costs of preparing, filing, printing and            
distributing this joint proxy statement/prospectus and any other solicitation   
materials that are used.                                                        

  Directors, officers and employees will not be additionally compensated but
may be reimbursed for reasonable out-of-pocket expenses in connection with any  
proxy solicitation. Arrangements will also be made with brokerage houses and    
other custodians, nominees and fiduciaries for the forwarding of solicitation   
material to the beneficial owners of stock held of record by those persons, and 
Celestial will reimburse all custodians, nominees and fiduciaries for their     
reasonable out-of-pocket expenses in connection with these actions.             

  In addition, Celestial has retained D.F. King & Co., Inc. to assist in the
solicitation of proxies by Celestial for a fee of not more than $6,500 plus     
reasonable out-of-pocket costs and expenses. For bankers and brokers, call      
collect at (212) 269-5550. For all others, call toll free at (800) 549-6749.    

   THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING ARE OF GREAT IMPORTANCE
TO THE CELESTIAL STOCKHOLDERS. ACCORDINGLY, CELESTIAL STOCKHOLDERS ARE URGED TO 
READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED IN THIS JOINT PROXY       
STATEMENT/PROSPECTUS, AND TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE       
ENCLOSED PROXY IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.                       

   STOCKHOLDERS SHOULD NOT SEND CELESTIAL COMMON STOCK CERTIFICATES WITH THEIR
PROXY CARDS. IF THE MERGER AGREEMENT IS APPROVED BY THE STOCKHOLDERS AND THE    
MERGER IS CONSUMMATED, TRANSMITTAL FORMS AND INSTRUCTIONS WILL BE SENT TO       
CELESTIAL STOCKHOLDERS FOR THE EXCHANGE OF SHARES OF CELESTIAL COMMON STOCK FOR 
HAIN COMMON STOCK.                                                              

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DESCRIPTION OF THE AMENDED AND RESTATED 1994 LONG TERM INCENTIVE AND STOCK AWARD
PLAN

    The Hain board of directors recommends a vote FOR the adoption of amendments
to Hain's 1994 Long Term Incentive and Stock Award Plan, (as amended prior to   
the merger, the "existing 1994 plan") to (a) increase the number of shares      
issuable over the term of the plan by 3 million shares to 6.4 million shares in 
the aggregate and (b) increase the upper limit on the number of shares for which
options or stock appreciation rights may be granted to any participant under the
plan during any calendar year to 1 million shares. Upon the adoption of these   
amendments, the existing 1994 plan will be amended and restated as The Hain     
Celestial Group, Inc. Amended and Restated 1994 Long Term Incentive and Stock   
Award Plan (the "amended 1994 plan").                                           

Since the stock authorization under the original 1994 plan is nearly    
depleted, and in order to allow for awards to qualify as performance-based      
compensation under Section 162(m) of the Internal Revenue Code of 1986, as      
amended (the "Code") and to conform with certain changes made to Rule 16b-3 of  
the Securities Exchange Act of 1934 (the "Exchange Act"), the board has adopted 
the proposed amendments, subject to stockholder approval.                       

 The stockholders are now requested to approve the adoption of the amended
1994 plan. The following summary of the amended 1994 plan is qualified in its   
entirety by express reference to the amended 1994 plan, which is attached as    
Annex F to this joint proxy statement/prospectus.                               

GENERAL.  The amended 1994 plan, like its predecessor, is intended to   
provide incentives to attract, retain and motivate employees in order to achieve
the combined company's long-term growth and profitability objectives. The       
amended 1994 plan will provide for the grant to eligible employees of stock     
options, share appreciation rights ("SARs"), restricted shares, restricted share
units, performance shares, performance units, dividend equivalents and other    
share-based awards (the "Awards"). An aggregate of 6.4 million shares of Hain   
common stock has been reserved for issuance under the amended 1994 plan (of     
which during a calendar year the maximum number of shares with respect to which 
options and SARs may be granted to any individual eligible employee under the   
amended 1994 plan will be 1,000,000 shares), subject to anti-dilution           
adjustments in the event of certain changes in Hain's capital structure, as     
described below. Shares issued pursuant to the amended 1994 plan will be either 
authorized but unissued shares or treasury shares.                              

ELIGIBILITY AND ADMINISTRATION.  Officers and other employees of the    
combined company and its subsidiaries and affiliates (including directors who   
are employees) who are responsible for or contribute to the management and      
profitability of the business of the combined company will be eligible to be    
granted awards under the amended 1994 plan. The amended 1994 plan will be       
administered by the compensation committee or such other board committee (or the
entire board) as may be designated by the board (the "Committee"). The Committee
will consist of two or more non-employee directors within the meaning of        
Rule 16b-3 of the Exchange Act. The Committee will determine which eligible     
employees and directors receive awards, the types of awards to be received and  
the terms and conditions thereof. The Committee will have authority to waive    
conditions relating to an award or accelerate vesting of awards. The actual     
number of employees who will receive awards under the amended 1994 plan cannot  
be determined because selection for participation in the amended 1994 plan is in
the sole discretion of the Committee.                                           

  The Committee will be permitted to delegate to officers or other directors
of the combined company the authority to perform administrative functions for   
the amended 1994 plan and, with respect to Awards granted to persons not subject
to Section 16 of the Exchange Act, to perform such other functions as the       
Committee may determine to the extent permitted under Rule 16b-3 of the Exchange
Act and applicable law. If an award agreement so provides, the Committee may not
increase the amount of compensation payable if it would disqualify the Award as 
qualified performance-based compensation under Section 162(m) of the Internal   
Revenue Code.                                                                   

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 AWARDS.  Incentive stock options ("ISOs") intended to qualify for special
treatment in accordance with the Internal Revenue Code and nonqualified stock   
options not intended to qualify for special tax treatment under the Internal    
Revenue Code may be granted for such number of shares of Hain common stock as   
the Committee determines. The Committee will be authorized to set the terms     
relating to an option, including exercise price and the time and method of      
exercise. The terms of ISOs will comply with the provisions of Section 422 of   
the Code. ISOs may only be granted to employees. Awards may be granted alone, in
tandem with or in exchange for any other Award.                                 

   A SAR will entitle the holder thereof to receive with respect to each share
subject thereto, an amount equal to the excess of the fair market value of one  
share of Hain common stock on the date of the exercise (or, if the Committee so 
determines, at any time during a specified period before or after the date of   
exercise) over the exercise price of the SAR set by the Committee as of the date
of the grant. Payment with respect to SARs may be made in cash or shares of Hain
common stock as determined by the Committee.                                    

Awards of restricted shares will be subject to such restrictions on     
transferability and other restrictions, if any, as the Committee may impose.    
Such restrictions will lapse under circumstances as the Committee may determine,
including upon the achievement of performance criteria. Except as otherwise     
determined by the Committee, eligible employees granted restricted shares will  
have all of the rights of a stockholder, including the right to vote restricted 
shares and receive dividends thereon, and unvested restricted shares will be    
forfeited upon termination of employment during the applicable restriction      
period.                                                                         

    A restricted share unit will entitle the holder thereof to receive shares of
Hain common stock or cash at the end of a specified deferral period. Restricted 
share units will also be subject to such restrictions as the Committee may      
impose. Such restrictions will lapse under circumstances as the Committee may   
determine, including upon the achievement of performance criteria. Except as    
otherwise determined by the Committee, restricted share units subject to        
deferral or restriction will be forfeited upon termination of employment during 
any applicable deferral or restriction period.                                  

    Performance shares and performance units will provide for future issuance of
shares or payment of cash, respectively, to the recipient upon the attainment of
corporate performance goals established by the Committee over specified         
performance periods. Except as otherwise determined by the Committee,           
performance shares and performance units will be forfeited upon termination of  
employment during any applicable performance period. Performance objectives may 
vary from employee to employee and will be based upon such performance criteria 
as the Committee may deem appropriate. The Committee may revise performance     
objectives if significant events occur during the performance period which the  
Committee expects to have a substantial effect on such objectives.              

 Dividend equivalents granted under the amended 1994 plan will entitle the
holder thereof to receive cash, shares of Hain common stock or other property   
equal in value to dividends paid with respect to a specified number of shares of
Hain common stock. Dividend equivalents may be awarded on a free-standing basis 
or in connection with another Award, and may be paid currently or on a deferred 
basis. The Committee is also authorized, subject to limitations under applicable
law, to grant such other Awards that may be denominated in, valued in, or       
otherwise based on, shares of Hain common stock, as deemed by the Committee to  
be consistent with the purposes of the amended 1994 plan.                       

    NONTRANSFERABILITY.  Unless otherwise set forth by the Committee in an award
agreement, awards (except for vested shares) will generally not be transferable 
by the participant other than by will or the laws of descent and distribution   
and will be exercisable during the lifetime of the participant only by such     
participant or his or her guardian or legal representative.                     

  CAPITAL STRUCTURE CHANGES.  If the Committee determines that any dividend,
recapitalization, share split, reorganization, merger, consolidation, spin-off, 
repurchase, or other similar corporate transaction                              

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or event affects the Hain common stock such that an adjustment is appropriate in
order to prevent dilution or enlargement of the rights of eligible employees    
under the amended 1994 plan, then the Committee is authorized to make such      
equitable changes or adjustments as it deems appropriate, including adjustments 
to (i) the number and kind of shares which may thereafter be issued under the   
amended 1994 plan, (ii) the number and kind of shares, other securities or other
consideration issued or issuable in respect to outstanding awards and (iii) the 
exercise price, grant price or purchase price relating to the award.            

   AMENDMENT AND TERMINATION.  The amended 1994 plan may be amended, suspended
or terminated by the board of directors at any time, in whole or in part.       
However, any amendment for which stockholder approval is required by            
Section 422 of the Internal Revenue Code or by the rules of any stock exchange  
or automated quotation system on which the shares are listed or quoted, will not
be effective until such approval has been attained. In addition, no amendment,  
suspension, or termination of the amended 1994 plan may impair or adversely     
affect the rights of a participant under any Award theretofore granted to him or
her without the consent of the affected participant. The Committee may waive any
conditions or rights, amend any terms, or amend, suspend or terminate, any Award
granted, provided that, without participant consent, such amendment, suspension 
or termination may not impair or adversely affect the rights of such participant
under any Award previously granted to him or her.                               

EFFECTIVE DATE AND TERM.  The amended 1994 plan was originally effective
October 3, 1994. Unless earlier terminated, the amended 1994 plan will expire in
October 3, 2004, and no further awards may be granted thereunder after such     
date.                                                                           

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE AMENDED 1994 PLAN                   

   The following is a summary of the principal federal income tax consequences
associated with the granting of awards under the amended 1994 plan. This summary
is based on the provisions of the Internal Revenue Code, the Treasury           
regulations promulgated thereunder, and administrative and judicial             
interpretations thereof, all as in effect as of the date hereof. It does not    
describe all federal income tax consequences under the amended 1994 plan, nor   
does it describe foreign, state or local tax consequences.                      

STOCK OPTIONS.  In general, the grant of a stock option will not be a   
taxable event to the recipient and it will not result in a deduction to Hain.   
The tax consequences associated with the exercise of a stock option and the     
subsequent disposition of shares of common stock acquired on the exercise of    
such option depend on whether the option is an ISO or a nonqualified stock      
option.                                                                         

Upon the exercise of a nonqualified stock option, the participant will  
recognize ordinary taxable income equal to the excess of the fair market value  
of the shares of common stock received upon exercise over the exercise price.   
Any gain or loss upon a subsequent sale or exchange of the shares of common     
stock will be capital gain or loss, long-term or short-term, depending on the   
holding period for the shares of common stock.                                  

  Generally, a participant will not recognize ordinary taxable income at the
time of exercise of an incentive stock option and no deduction will be available
to Hain, provided the option is exercised while the participant is an employee  
or within three months following termination of employment (longer, in the case 
of termination of employment by reason of disability or death). If an ISO       
granted under the amended 1994 plan is exercised after these periods, the       
exercise will be treated for U.S. federal income tax purposes as the exercise of
a nonqualified stock option. In addition, the exercise of an ISO granted under  
the amended 1994 plan will be treated for U.S. federal income tax purposes as   
the exercise of a nonqualified option to the extent it (together with any other 
ISOs granted under other plans of the Hain and its subsidiaries) first becomes  
exercisable in any calendar year for shares of common stock having a fair market
value, determined as of the date of grant, in excess of $100,000.               

If shares of common stock acquired upon exercise of an ISO are sold or  
exchanged more than one year after the date of exercise and more than two years 
from the date of grant of the option, any gain                                  

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or loss will be long-term capital gain or loss. If shares of common stock       
acquired upon exercise of an ISO are disposed of prior to the expiration of     
these one-year or two-year holding periods, which Hain refers to as a           
disqualifying disposition, the participant will recognize ordinary income at the
time of disposition in an amount equal to the excess of the fair market value of
the shares of common stock at the date of exercise over the exercise price, and 
Hain will generally be entitled to a corresponding deduction. Any additional    
gain will be treated as capital gain, long-term or short-term, depending on how 
long the shares of common stock have been held. When shares of common stock are 
sold or exchanged in a disqualifying disposition (other than certain related    
party transactions) for an amount less than their fair market value at the date 
of exercise, any ordinary income recognized in connection with the disqualifying
disposition will be limited to the amount of gain, if any, recognized in the    
sale or exchange, and any loss will be a long-term or short-term capital loss,  
depending on how long the shares of common stock have been held.                

Although the exercise of an ISO as described above would not produce    
ordinary taxable income to the participant, it would result in an increase in   
the participant's alternative minimum taxable income and may result in an       
alternative minimum tax liability.                                              

PAYMENT OF STOCK OPTION PRICE IN SHARES.  If a stock option is exercised
through the use of company stock previously owned by the participant, such      
exercise generally will not be considered a taxable disposition of the          
previously owned shares and, thus, no gain or loss will be recognized with      
respect to such previously owned shares upon such exercise. (The amount of any  
built-in gain on the previously owned shares generally will not be recognized   
until the new shares acquired on the option exercise are disposed of in a sale  
or other taxable transaction.) However, if the previously owned shares were     
acquired on the exercise of an ISO and the holding period requirement for those 
shares was not satisfied at the time they were used to exercise an ISO, such use
would constitute a disqualifying disposition of such previously owned shares    
resulting in the recognition of ordinary income (but, under proposed Treasury   
Regulations, not any additional capital gain) in the amount described above.    

RESTRICTED STOCK. A participant who receives restricted shares of common
stock will generally recognize ordinary income at the time that they "vest",    
i.e., either when they are not subject to a substantial risk of forfeiture or   
when they are freely transferable. The amount of ordinary income so recognized  
will be the fair market value of the shares of common stock at the time the     
income is recognized, determined without regard to any restrictions other than  
restrictions which by their terms will never lapse, less the amount, if any,    
paid for the stock. The amount is generally deductible for federal income tax   
purposes by Hain. Dividends paid with respect to shares of common stock while   
such shares are nontransferable will be taxable as ordinary compensation income 
to the participant and generally will be deductible by Hain. Any gain or loss   
upon a subsequent sale or exchange of the shares of common stock, measured by   
the difference between the sale price and the fair market value on the date     
restrictions lapse, will be capital gain or loss, long-term or short-term,      
depending on the holding period for the shares of common stock. The holding     
period for this purpose will begin on the date following the date restrictions  
lapse.                                                                          

   In lieu of the treatment described above, a participant may elect immediate
recognition of income under Section 83(b) of the Internal Revenue Code. In such 
event, the participant will recognize as income the fair market value of the    
restricted stock at the time of grant (determined without regard to any         
restrictions other than restrictions which by their terms will never lapse), and
Hain will generally be entitled to a corresponding deduction. Dividends paid    
with respect to shares of common stock as to which a proper Section 83(b)       
election has been made will be taxable as ordinary dividend income to the       
participant. If a Section 83(b) election is made and the restricted stock is    
subsequently forfeited, the participant will not be entitled to any offsetting  
tax deduction.                                                                  

STOCK APPRECIATION RIGHTS AND OTHER AWARDS.  With respect to stock      
appreciation rights and other awards under the amended 1994 plan not described  
above, generally, when a participant receives payment with respect to an award  
granted to him or her under the amended 1994 plan, the amount of                

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cash or other property and the fair market value of shares of common stock      
received will be ordinary income to such participant and will be allowed as a   
deduction for federal income tax purposes to Hain.                              

 LIMITATION ON DEDUCTIBILITY.  Section 162(m) of the Internal Revenue Code
generally limits the deductible amount of annual compensation paid (including,  
unless an exception applies, compensation otherwise deductible in connection    
with awards granted under the 1994 plan) by a public company to a "covered      
employee" (the chief executive officer and Hain's four other most highly        
compensated executive officers) to no more than $1.0 million. Hain currently    
intends to structure stock options and SARs made under the amended 1994 plan to 
comply with an exception to nondeductiblity under Section 162(m) of the Internal
Revenue Code.                                                                   

  PAYMENT OF WITHHOLDING TAXES.  Hain may withhold, or require a participant
to remit to Hain, an amount sufficient to satisfy and federal, state or local   
withholding tax requirements associated with awards under the amended 1994 plan.

 The foregoing is only a summary of the effects of federal income taxation
upon the optionee and Hain with regard to the grant and exercise of options     
under the plan. Such summary does not purport to be complete and reference      
should be made to the applicable provisions of the Internal Revenue Code.       

NEW PLAN BENEFITS                                                               

No benefits have been received or allocated to any employee under the   
amended plan, and therefore a "New Plan Benefits" table has not been included.  

DESCRIPTION OF 2000 DIRECTORS STOCK OPTION PLAN 

The board of directors of Hain recommend a vote FOR approval of The Hain
Celestial Group, Inc. 2000 Directors Stock Option Plan.                         

ADOPTION OF THE 2000 DIRECTORS STOCK OPTION PLAN                                

  The 2000 Directors Stock Option Plan (the directors plan) provides for the
grant to non-employee directors of stock options. Up to an aggregate amount of  
750,000 shares of Hain common stock are authorized to be reserved for issuance  
under the directors plan. The shares of common stock issuable over the term of  
the directors plan may be authorized and unissued common stock and treasury     
stock, including shares acquired in the open market or other transactions. A    
copy of the directors plan is attached as Annex G to this joint proxy           
statment/prospectus.                                                            

TERMS OF OPTIONS                                                                

Each option granted under the directors plan shall expire ten (10) years
from its date of grant. The exercise price of each option shall be the fair     
market value, as determined under the directors plan, of the shares of common   
stock underlying such option on its grant date.                                 

Unless otherwise determined by the board, the options shall not be      
transferrable other than by will or the laws of descent and distribution.       

The directors plan will continue in effect until all options granted    
thereunder have expired or terminated or upon earlier termination as provided   
for in the directors plan.                                                      

GRANTS OF OPTIONS                                                               

 INITIAL GRANT.  On the date an option is initially granted, each eligible
director will automatically be granted an option to purchase 15,000 shares of   
Hain common stock. Such option will be immediately exercisable.                 

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    ANNUAL GRANTS.  Each eligible director will, upon re-election, automatically
receive an annual grant of an option to purchase 7,500 shares of Hain common    
stock on each annual meeting date after his or her election as a director of the
combined company. Such option will be immediately exercisable.                  

DISCRETIONARY GRANTS.  The board of directors is authorized to, in its  
discretion, grant additional options to eligible directors. The date of the     
grant, date first exercisable, number of shares of Hain common stock which may  
be purchased upon exercise and the exercise price of the options will be        
determined by the board, in its discretion.                                     

    ADMINISTRATION.  The directors plan will be administered by the board, which
has the authority to interpret the plan, make and change rules relating to the  
plan, and make all other determinations regarding the plan, with the            
determination of the board being final and conclusive.                          

  TERM OF DIRECTORS PLAN AND AMENDMENT AND TERMINATION.  This directors plan
is effective upon its adoption of the board. Options may be granted prior to    
shareholder approval, but the options cannot be exercised prior to such         
approval. The directors plan shall continue until all options granted thereunder
have expired or been exercised, unless sooner terminated.                       

   The board may amend or terminate the directors plan without approval of the
shareholders, except where such approval is required by any law or regulation or
any stock exchange or automated quotation system rule. Generally, an amendment  
or termination of the directors plan may not substantially impair any existing  
option without the optionee's consent.                                          

ADJUSTMENTS TO THE DIRECTORS PLAN                                               

  In the event of any recapitalization, split-up or consolidation of shares,
separation, stock dividend, or other similar change in our capitalization or we 
merge or consolidate or sell assets or other similar event, the board of        
directors shall make such appropriate adjustments in the exercise prices of     
options, in the number and kind of securities or property issued pursuant to    
options and in the number of shares with respect to which options may be granted
as the board deems equitable to maintain the proportionate interest of the      
directors and the value of the options.                                         

No fractional shares of common stock shall be issued.                   

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DIRECTORS PLAN                      

 The following discussion summarizes the principal U.S. federal income tax
consequences of the directors plan. This discussion is based on current         
provisions of the Internal Revenue Code, the Treasury regulations promulgated   
thereunder, and administrative and judicial interpretations thereof as in effect
on the date hereof.                                                             

 Upon exercise of an option granted under the directors plan, the optionee
will recognize ordinary income in an amount equal to the excess of the fair     
market value of the shares received over the exercise price of such shares. That
amount increases the optionee's basis in the common stock acquired pursuant to  
the exercise of the option. Upon a subsequent sale of the shares of common      
stock, the optionee will incur short-term or long-term capital gain or loss     
depending upon his holding period for the shares of common stock and upon the   
shares of common stock's subsequent appreciation or depreciation in value. We   
will be allowed a federal income tax deduction for the amount recognized as     
ordinary income by the optionee upon the optionee's exercise of the option.     

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COMPARISON OF STOCKHOLDER RIGHTS

 A summary comparison of material differences between the rights of a Hain
stockholder under Hain's current certificate of incorporation and bylaws (left  
column) and the rights of a Celestial stockholder under Celestial's current     
certificate of incorporation and bylaws (right column) is shown below. These    
summaries are not complete. We encourage stockholders to refer to the relevant  
portions of Hain's current certificate of incorporation and bylaws, Celestial's 
current certificate of incorporation and bylaws, incorporated in this joint     
proxy statement/prospectus by reference, and the relevant provisions of Delaware
law.                                                                            

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                    HAIN                                         CELESTIAL                  
---------------------------------------------  ---------------------------------------------
                                                                                            
GENERAL                                                                                     

Hain is a Delaware corporation subject to the  Celestial is a Delaware corporation subject  
provisions of the Delaware General             to the provisions of the Delaware General    
Corporation Law. The rights of Hain            Corporation Law. The rights of Celestial     
stockholders are governed by Hain's            stockholders are governed by Celestial's     
certificate of incorporation and bylaws, in    certificate of incorporation and bylaws, in  
addition to Delaware law.                      addition to Delaware law. Celestial          
                                               stockholders will, upon consummation of the  
                                               merger, become Hain stockholders.            

AUTHORIZED CAPITAL                                                                          

The authorized capital stock of Hain consists  The authorized capital stock of Celestial    
of: 40 million shares of common stock, par     consists of: 15 million shares of common     
value $.01 per share; and 5 million shares of  stock, par value $.01 per share; and 1       
preferred stock, par value $.01 per share.     million shares of preferred stock, par value 
Hain's authorized common stock will increase   $.01 per share, of which 10,000 shares are   
to 100 million shares following consummation   designated as Series A Junior Participating  
of the merger if Hain's stockholders approve   Preferred Stock in connection with the       
the increase.                                  stockholders rights plan described below.    

AMENDMENT OF CERTIFICATE OF INCORPORATION                                                   

The Hain Certificate of incorporation          The Celestial certificate of incorporation   
provides that it may be amended in the manner  provides that an affirmative vote of 2/3 of  
prescribed by statute. Under Delaware law,     the outstanding shares of Series A Preferred 
amendment of the certificate of incorporation  Stock is required for any amendment that     
requires: (1) an authorization by the board;   would adversely affect the Series A Preferred
followed by (2) a vote of the majority of all  Stock. All other amendments to the Celestial 
outstanding voting shares.                     certificate of incorporation require the     
                                               authorization of the board followed by a vote
                                               of the majority of all outstanding voting    
                                               shares.                                      

DIRECTORS                                                                                   

- NUMBER                                                                                    

The Hain by-laws provide that the number of    The number of directors must be no less than 
directors are to be determined by statute.     one, with the actual number to be determined 
Under Delaware law the number of directors     by the board of directors, except as         
must be no less than one, with the actual      otherwise provided by the certificate of     
number to be determined by the board of        incorporation in connection with rights to   
directors.                                     elect additional directors under specified   
                                               circumstances which may be granted to the    
                                               holders of any class or series of preferred  
                                               stock.                                       

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                    HAIN                                         CELESTIAL                  
---------------------------------------------  ---------------------------------------------
                                                                                            
The current number of directors is eight.      The current number of directors is eight.    

- CLASSIFICATION                                                                            

Each member of the Hain board of directors is  The Celestial board of directors is divided  
elected at the annual meeting of               into three classes, each as nearly equal in  
stockholders.                                  number as possible, with one class being     
                                               elected annually to a three-year term.       

- REMOVAL                                                                                   

Directors may be removed either for cause or   Directors may be removed only for cause.     
without cause by a majority stockholder vote                                                
and may be removed for cause by a majority                                                  
vote of the board of directors.                                                             

- VACANCIES                                                                                 

A vacancy occurring on the Hain board of       Except as otherwise provided by the          
directors may be filled by the affirmative     certificate of incorporation in connection   
vote of a majority of the remaining Hain       with rights to elect additional directors    
directors, even if less than a quorum, or by   under specified circumstances which may be   
the stockholders at the next annual meeting    granted to the holders of any class or series
or at a special meeting.                       of preferred stock, a vacancy on the         
                                               Celestial board may be filled by the         
                                               affirmative vote of a majority of the        
                                               remaining Celestial directors, even if less  
                                               than a quorum, or by a sole remaining        
                                               director.                                    

- LIMITATION ON LIABILITY                                                                   

The Hain certificate of incorporation          The Celestial certificate of incorporation   
provides for indemnification of directors for  provides for the indemnification of its      
breaches of fiduciary duty, except for         officers and directors to the fullest extent 
liability: for breaches of the duty of         permitted by Delaware law. The Celestial     
loyalty to Hain or Hain's stockholders; for    certificate of incorporation limits liability
acts or omissions not in good faith or which   of its directors for breach of fiduciary duty
involve intentional misconduct or a knowing    to the fullest extent permitted by Delaware  
violation of law; under Section 174 of the     law.                                         
DGCL; or for any transaction from which the                                                 
director derived an improper personal                                                       
benefit.                                                                                    

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                    HAIN                                         CELESTIAL                  
---------------------------------------------  ---------------------------------------------
                                                                                            
-INDEMNIFICATION                                                                            

The Hain certificate of incorporation and      Celestial's by-laws provide that Celestial   
bylaws provide that the corporation shall      may indemnify a director or officer made, or 
indemnify its officers and directors for any   threatened to be made, a party to any        
liability incurred in their official capacity  threatened, pending or completed action other
to the fullest extent permissible under        than a derivative action, whether civil or   
Delaware law.                                  criminal, against expenses (including        
                                               attorneys' fees), judgments, fines, amounts  
                                               paid in settlement actually and reasonably   
                                               incurred as a result of such action, if such 
                                               director or officer acted, in good faith, for
                                               a purpose which he reasonably believed to be 
                                               in, or not opposed to, the best interests of 
                                               the corporation and, in criminal actions or  
                                               proceedings, in addition, has no reasonable  
                                               cause to believe that his conduct was        
                                               unlawful.                                    

                                               Celestial's by-laws provide that Celestial   
                                               will indemnify any person who was or is a    
                                               party to or is threatened to any threatened  
                                               action or suit by or in the right of         
                                               Celestial to obtain a judgment in its favor  
                                               because such person was a director, officer, 
                                               employee or agent of Celestial, against      
                                               expenses (including attorneys fees) actually 
                                               and reasonably incurred by such person in    
                                               connection with the defense or settlement of 
                                               such action, if such person acted, in good   
                                               faith, and in a manner such person reasonably
                                               believed to be in, or not opposed to, the    
                                               best interests of Celestial, except that no  
                                               indemnification will be made in respect of   
                                               any claim as to which such director or       
                                               officer shall have been adjudged liable to   
                                               Celestial, unless and only to the extent that
                                               the court in which such action was brought   
                                               determines, upon application, that, despite  
                                               the determination of liability, such person  
                                               is fairly and reasonably entitled to         
                                               indemnity for such expenses.                 

                                               Celestial's by-laws provide that if a        
                                               director, officer, employee or agent has been
                                               successful, whether on the merits or         
                                               otherwise, in defending an action, suit or   
                                               proceeding referred to above, or in defending
                                               any claim, issue or matter therein, he or she
                                               will be indemnified against expenses         
                                               (including attorneys' fees) actually and     
                                               reasonable incurred by him or her in         
                                               connection with such claim, issue or matter. 

    Delaware law provides that a corporation may indemnify a director or officer
by a provision contained in the certificate of incorporation or by-laws or by a 
duly authorized resolution of its stockholders or directors or by agreement,    
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    

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officer establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and material to the cause of action, or that
such director or officer personally gained in fact a financial profit or other  
advantage to which he was not legally entitled.                                 

    Delaware law provides that a corporation may indemnify a director or officer
made, or threatened to be made, a party to any threatened, pending or completed 
action other than a derivative action, whether civil or criminal, against       
expenses (including attorneys' fees), judgments, fines, amounts paid in         
settlement actually and reasonably incurred as a result of such action, if such 
director or officer acted, in good faith, for a purpose which he reasonably     
believed to be in, or not opposed to, the best interests of the corporation and,
in criminal actions or proceedings, in addition, has no reasonable cause to     
believe that his conduct was unlawful.                                          

Delaware law provides that a corporation may indemnify a director or    
officer, made or threatened to be made a party in a derivative action, against  
expenses (including attorneys fees) actually and reasonably incurred by such    
person in connection with the defense or settlement of such action, if such     
director or officer acted, in good faith, and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation,    
except that no indemnification will be made in respect of any claim as to which 
such director or officer shall have been adjudged liable to the corporation,    
unless and only to the extent that the Court of Chancery or the court in which  
the action was brought determines, upon application, that, in view of all the   
circumstances of the case, the director or officer is fairly and reasonably     
entitled to indemnity for such expenses as the Court of Chancery or such other  
court deems proper.                                                             

   Delaware law provides that indemnification by a corporation is mandatory in
any case in which a present or former director or officer has been successful,  
whether on the merits or otherwise, in defending an action. In the event that   
the director or officer has not been successful or the action is settled,       
indemnification must be authorized by the appropriate corporate action as set   
forth in Section 145(d).                                                        

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                    HAIN                                         CELESTIAL                  
---------------------------------------------  ---------------------------------------------
                                                                                            
SPECIAL MEETINGS OF STOCKHOLDERS                                                            

The Hain by-laws provide that special          Special meetings of the Celestial            
meetings may be called at any time and for     stockholders for any purpose may be called at
any purpose by: the chairman of the board of   any time by: the chairman of Celestial's     
directors; the vice-chairman of the board of   board of directors; Celestial's president; or
directors; Hain's president; or the board of   Celestial's secretary or assistant secretary 
directors.                                     at the written request of a majority of the  
                                               board of directors.                          

STOCKHOLDER ACTION WITHOUT MEETING                                                          

The Hain by-laws provide that any action       The Celestial certificate of incorporation   
required or permitted to be voted on may be    and bylaws provide that no action required or
consented to in writing without a meeting.     permitted to be taken at any annual or       
                                               special meeting of stockholders may be taken 
                                               without a meeting and stockholders may not   
                                               take action by written consent.              

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                    HAIN                                         CELESTIAL                  
---------------------------------------------  ---------------------------------------------
                                                                                            
STOCKHOLDER RIGHTS PLAN                                                                     

Hain currently has no stockholders rights      Each share of Celestial common stock has one 
  plan.                                        right attached to it. Generally, each right  
                                               entitles the registered holder to purchase   
                                               from Celestial one one-thousandth of a share 
                                               of Series A Junior Participating Preferred   
                                               Stock, at a purchase price of $42.50. The    
                                               purchase price is subject to adjustment from 
                                               time to time to prevent dilution upon        
                                               specified changes in Celestial's             
                                               capitalization. The terms and conditions     
                                               relating to the rights are set forth in      
                                               Celestial rights agreement, dated July 19,   
                                               1993, as amended.                            

                                               The rights will separate from the Celestial  
                                               common stock upon the earlier of:            

                                               - ten days following a public announcement   
                                               that a person or group, known as an          
                                                 "acquiring person," together with persons  
                                                 affiliated or associated with it, has      
                                                 acquired, or obtained the right to acquire,
                                                 beneficial ownership of 15% or more of the 
                                                 outstanding shares of Celestial common     
                                                 stock. This date is referred to as the     
                                                 "stock acquisition date"; or               

                                               - ten business days, or any later date       
                                               determined by the Celestial board, following 
                                                 the commencement of a tender offer or      
                                                 exchange offer that would result in a      
                                                 person or group beneficially owning 15% or 
                                                 more of the outstanding shares of Celestial
                                                 common stock;                              

                                               Upon consummation of the merger, each share  
                                               of Celestial common stock and the associated 
                                               right will convert into 1.265 shares of Hain 
                                               common stock.                                

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LEGAL MATTERS 

  Cahill Gordon & Reindel, counsel to Hain, will pass on the validity of the
Hain common shares to be issued to Celestial stockholders in the merger. It is a
condition to the consummation of the merger that Hain and Celestial receive     
opinions from Cahill Gordon & Reindel and Bartlit Beck Herman Palenchar & Scott,
counsel to Celestial, to the effect that, among other things, the merger will be
a tax-free reorganization for federal income tax purposes. We describe the      
conditions for consummation of the merger under the heading "The Merger         
Agreement--Conditions To The Merger" and we provide details of the tax opinion  
under the heading "The Merger--Material Federal Income Tax Consequences."       

EXPERTS 

The consolidated financial statements of The Hain Food Group, Inc. and  
Subsidiaries appearing in The Hain Food Group Inc. and Subsidiaries Annual      
Report (Form 10-K) for the year ended June 30, 1999, have been audited by       
Ernst & Young LLP, independent auditors, as set forth in their report thereon   
included therein and incorporated herein by reference. Such consolidated        
financial statements are incorporated herein by reference in reliance upon such 
report given on the authority of such firm as experts in accounting and         
auditing.                                                                       

    The consolidated financial statements of Natural Nutrition Group, Inc. as of
December 31, 1997 and 1998 and for each of the three years in the period ended  
December 31, 1998, incorporated in this joint proxy statement/prospectus by     
reference from Amendment No. 3 to the Current Report on Form 8-K of The Hain    
Food Group, Inc. dated April 27, 1999, have been audited by Deloitte &          
Touche LLP, independent auditors, as stated in their report, which is           
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and 
auditing.                                                                       

 The consolidated financial statements and the related financial statement
schedules of Celestial Seasonings, Inc. incorporated in this joint proxy        
statement/prospectus by reference from Celestial Seasonings, Inc.'s Annual      
Report on Form 10-K/A for the year ended September 30, 1999 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which  
are incorporated by reference, and have been so incorporated in reliance upon   
the reports of such firm given upon their authority as experts in accounting and
auditing.                                                                       

With respect to the unaudited interim financial information of Celestial
Seasonings, Inc. for the periods ended December 31, 1999 and 1998 which is      
incorporated by reference in this joint proxy statement/prospectus, Deloitte &  
Touche LLP have applied limited procedures in accordance with professional      
standards for a review of such information. However, as stated in their report  
included in Celestial Seasonings, Inc.'s Quarterly Report on Form 10-Q for the  
quarter ended December 31, 1999, and incorporated by reference herein, they did 
not audit and they do not express an opinion on that interim financial          
information. Accordingly, the degree of reliance on their report on such        
information should be restricted in light of the liability provisions of        
Section 11 of the Securities Act of 1933 for their reports on the unaudited     
interim financial information because those reports are not "reports" or a      
"part" of the joint proxy statement/prospectus prepared or certified by an      
accountant within the meaning of Sections 7 and 11 of the Securities Act.       

FUTURE STOCKHOLDER PROPOSALS

    Stockholder proposals intended to be presented at the 2000 Annual Meeting of
Stockholders of Hain must be received by the Secretary of Hain not later than   
July 31, 2000 for inclusion in the proxy materials for that meeting pursuant to 
Rule 14a-8(d) of the Securities Exchange Act of 1934.                           

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    If proxy materials are required to be delivered and completion of the merger
does not occur, stockholder proposals intended to be presented at the 2000      
Annual Meeting of Stockholders of Celestial must be received by the Secretary of
Celestial for inclusion in the proxy materials for such meeting on or before    
September 14, 2000 pursuant to Rule 14a-8(d) of the Exchange Act of 1934, or    
between November 1, 2000 and November 25, 2000 pursuant to the bylaws of        
Celestial.                                                                      

WHERE YOU CAN FIND MORE INFORMATION 

Hain and Celestial file annual, quarterly and special reports, proxy    
statements and other information with the SEC. You may read and copy any        
reports, statements or other information we file at the SEC's public reference  
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.

Hain's and Celestial's SEC filings are also available to the public from
commercial document retrieval services and at the web site maintained by the SEC
at www.sec.gov.                                                                 

    Hain filed a Registration Statement on Form S-4 to register with the SEC the
Hain common shares to be issued to Celestial stockholders in the merger. This   
document is a part of that Registration Statement and constitutes a prospectus  
of Hain in addition to being a proxy statement of Hain and Celestial for each   
company's special meeting. As permitted by SEC rules, this document does not    
contain all the information that you can find in the Registration Statement or  
the exhibits to the Registration Statement.                                     

 The SEC allows Hain and Celestial to incorporate by reference information
into this document. This means that Hain and Celestial can disclose important   
information to you by referring you to another document filed separately with   
the SEC. The information incorporated by reference is deemed to be part of this 
document, except for any information superseded by information in this document.
This document incorporates by reference the documents set forth below that Hain 
and Celestial have previously filed with the SEC. These documents contain       
important information about Hain and Celestial and their financial performance. 

                                                        [Enlarge/Download Table]

             HAIN'S SEC FILINGS                                                             
             (FILE NO. 0-22818)                                   PERIOD                    
---------------------------------------------  ---------------------------------------------
                                                                                            
Annual Report on Form 10-K                     Fiscal year ended June 30, 1999              
Quarterly Reports on Form 10-Q                 Quarters ended September 30, 1999 and        
                                               December 31, 1999                            
Current Reports on Form 8-K                    Filed on April 27, 1999, as amended by       
                                               Amendment No. 3 dated June 18, 1999,         
                                               September 30, 1999 and March 13, 2000        

    Hain is also incorporating by reference additional documents that Hain files
with the SEC pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
between the date of this document and the date of the Hain special stockholders'
meeting.                                                                        

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           CELESTIAL'S SEC FILINGS                                                          
             (FILE NO. 0-22018)                                   PERIOD                    
---------------------------------------------  ---------------------------------------------
                                                                                            
Annual Report on Form 10-K                     Fiscal year ended September 30, 1999         
Amended Annual Report on Form 10-K/A           Filed on December 31, 1999                   
Quarterly Report on Form 10-Q                  Quarter ended December 31, 1999              
Current Report on Form 8-K                     Filed on March 14, 2000                      

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Celestial is also incorporating by reference additional documents that  
Celestial files with the SEC pursuant to sections 13(a), 13(c), 14 or 15(d) of  
the Exchange Act, between the date of this document and the date of the         
Celestial special stockholders' meeting.                                        

   Hain has supplied all information contained or incorporated by reference in
this document relating to Hain, and Celestial has supplied all such information 
contained or incorporated by reference in this document relating to Celestial.  

You may already have been sent some of the documents incorporated by    
reference, but you can obtain any of them from Hain or Celestial, as            
appropriate, or the SEC. Documents incorporated by reference are available from 
Hain or Celestial, as appropriate, without charge, excluding all exhibits unless
an exhibit has been specifically incorporated by reference in this document.    
Stockholders may obtain documents incorporated by reference in this document by 
Hain by requesting them in writing or by telephone at the following address:    

The Hain Food Group, Inc. 
50 Charles Lindbergh Boulevard
Uniondale, NY 11553 
Tel: (516) 237-6200 
Attn: Gary M. Jacobs

Stockholders may obtain documents incorporated by reference in this document by 
Celestial by requesting them in writing or by telephone at the following        
address:                                                                        

Celestial Seasonings, Inc.
4600 Sleepytime Drive 
Boulder, CO 80301 
Tel: (303) 530-5300 
Attn: David I. Rosenthal

   If you would like to request documents from Hain or Celestial, please do so
by May 22, 2000 to receive them before the stockholders' meetings. Hain or      
Celestial will send such documents by first-class mail within one business day  
of receiving your request.                                                      

You should rely only on the information contained or incorporated by    
reference in this document to vote on the Hain certificate amendment proposal   
and share issuance proposal and the Celestial merger agreement proposal. We have
not authorized anyone to provide you with information that is different from    
what is contained in this document. This document is dated April 25, 2000. You  
should not assume that the information contained in this document is accurate as
of any date other than that date, and neither the mailing of this document to   
stockholders nor the issuance of Hain common shares in the merger shall create  
any implication to the contrary.                                                

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                                                                         ANNEX A
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
THE HAIN FOOD GROUP, INC. 
AND 
CELESTIAL SEASONINGS, INC.
DATED AS OF 
MARCH 5, 2000 

--------------------------------------------------------------------------------
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                               ARTICLE I                                          

                                 MERGER                                           

1.1          Formation of Hain Subsidiary................................     1   
1.2          The Merger..................................................     1   
1.3          Closing.....................................................     2   
1.4          Filing......................................................     2   
1.5          Effective Time of the Merger................................     2   

                               ARTICLE II                                         

     CERTIFICATE OF INCORPORATION; BY-LAWS; DIRECTORS AND OFFICERS                

2.1          Certificate of Incorporation................................     2   
2.2          By-Laws.....................................................     2   
2.3          Directors and Officers of the Surviving Corporation.........     2   
2.4          Board of Directors of Hain..................................     2   
             (a) Composition.............................................     2   
             (b) Company Designees.......................................     2   
             (c) Chairman and Vice Chairman of the Hain Board............     3   

                              ARTICLE III                                         

               EFFECT OF THE MERGER; CONVERSION OF SHARES                         

3.1          Effect on Capital Stock.....................................     3   
             (a) Hain Subsidiary Common Stock............................     3   
             (b) Cancellation of Treasury Stock..........................     3   
             (c) Conversion of Company Shares............................     3   
3.2          Exchange of Certificates....................................     3   
             (a) Exchange Agent..........................................     3   
             (b) Exchange Procedures.....................................     4   
             (c) Exchange of Certificates................................     4   
             (d) Distributions with Respect to Unsurrendered                      
             Certificates................................................     4   
             (e) No Further Rights in Company Shares.....................     4   
             (f) No Fractional Shares....................................     5   
             (g) Termination of Exchange Fund............................     5   
             (h) No Liability............................................     5   
             (i) Withholding Rights......................................     5   
             (j) Lost Certificates.......................................     5   
             (k) Anti-Dilution...........................................     5   
3.3          Stock Transfer Books........................................     6   

                               ARTICLE IV                                         

                     CERTAIN EFFECTS OF THE MERGER                                

4.1          Effect of the Merger........................................     6   
4.2          Further Assurances..........................................     6   

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                        ARTICLE V                                          

      REPRESENTATIONS AND WARRANTIES OF THE COMPANY                        

5.1   Organization and Qualification..............................     6   
5.2   Capital Stock of Subsidiaries...............................     7   
5.3   Capitalization..............................................     7   
5.4   Authority Relative to This Agreement........................     7   
5.5   No Violations, etc. ........................................     8   
5.6   Commission Filings; Consolidated Financial Statements.......     8   
5.7   Absence of Changes or Events................................     9   
5.8   Joint Proxy Statement.......................................    10   
5.9   Litigation..................................................    10   
5.10  Property and Leases.........................................    10   
5.11  Employment and Labor Contracts..............................    11   
5.12  Labor Matters...............................................    11   
5.13  Compliance with Law.........................................    11   
5.14  Board Recommendation........................................    11   
5.15  Intellectual Property.......................................    11   
5.16  Taxes.......................................................    12   
5.17  Employee Benefit Plans; ERISA...............................    13   
5.18  Environmental Matters.......................................    14   
5.19  Disclosure..................................................    15   
5.20  Absence of Undisclosed Liabilities..........................    16   
5.21  Finders or Brokers..........................................    16   
5.22  Rights Agreement............................................    16   
5.23  Opinion of Financial Advisor................................    16   
5.24  Insurance...................................................    16   
5.25  Tax Free Reorganization.....................................    16   
5.26  Full Disclosure.............................................    16   

                        ARTICLE VI                                         

          REPRESENTATIONS AND WARRANTIES OF HAIN                           

6.1   Organization and Qualification..............................    17   
6.2   Capital Stock of Subsidiaries...............................    17   
6.3   Capitalization..............................................    17   
6.4   Authority Relative to This Agreement........................    17   
6.5   No Violations, etc. ........................................    18   
6.6   Commission Filings; Financial Statements....................    18   
6.7   Absence of Changes or Events................................    19   
6.8   Joint Proxy Statement.......................................    20   
6.9   Litigation..................................................    20   
6.10  Property and Leases.........................................    20   
6.11  Labor Matters...............................................    20   
6.12  Compliance with Law.........................................    20   
6.13  Board Recommendation........................................    21   
6.14  Intellectual Property.......................................    21   
6.15  Taxes.......................................................    21   
6.16  Disclosure..................................................    22   
6.17  Absence of Undisclosed Liabilities..........................    22   

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6.18  Finders or Brokers..........................................    22   
6.19  Opinion of Financial Advisor................................    22   
6.20  Environmental Matters.......................................    22   
6.21  Employee Benefit Plans; ERISA...............................    23   
6.22  Insurance...................................................    23   
6.23  Tax Free Reorganization.....................................    23   
6.24  Full Disclosure.............................................    23   

                       ARTICLE VII                                         

                  CONDUCT OF BUSINESS OF                                   
         THE COMPANY AND HAIN PENDING THE MERGER                           

7.1   Conduct of Business of the Company Pending the Merger.......    24   
7.2   Conduct of Business of Hain Pending the Merger..............    25   

                       ARTICLE VIII                                        

                 COVENANTS AND AGREEMENTS                                  

8.1   Preparation of the Registration Statement; Stockholder               
      Meeting.....................................................    26   
8.2   Letters and Consents of the Company's Accountants...........    27   
8.3   Letters and Consents of Hain's Accountants..................    27   
8.4   Additional Agreements; Cooperation..........................    27   
8.5   Publicity...................................................    28   
8.6   No Solicitation.............................................    28   
8.7   Access to Information.......................................    29   
8.8   Notification of Certain Matters.............................    29   
8.9   Resignation of Directors....................................    29   
8.10  Indemnification and Insurance...............................    29   
8.11  Fees and Expenses...........................................    30   
8.12  Affiliates and Pooling Agreements...........................    30   
8.13  Nasdaq Listing..............................................    30   
8.14  Stockholder Litigation......................................    30   
8.15  Company Employees...........................................    30   

                        ARTICLE IX                                         

                  CONDITIONS TO CLOSING                                    

9.1   Conditions to Each Party's Obligation to Effect the                  
      Merger......................................................    31   
      (a) Stockholder Approvals...................................    31   
      (b) HSR Act.................................................    32   
      (c) No Injunctions or Restraints............................    32   
      (d) Pooling of Interests; Consents..........................    32   
      (e) Registration Statement..................................    32   
      (f) Nasdaq Listing..........................................    32   
      (g) Consents and Approvals..................................    32   
9.2   Conditions to Obligations of Hain...........................    32   
      (a) Representations and Warranties..........................    32   
      (b) Performance of Obligations of the Company...............    32   
      (c) No Material Adverse Change..............................    32   
      (d) Affiliate Letters.......................................    32   
      (e) Tax Opinion.............................................    32   

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 9.3   Conditions to Obligations of the Company....................    33   
       (a) Representations and Warranties..........................    33   
       (b) Performance of Obligations of Hain and Hain                      
       Subsidiary..................................................    33   
       (c) No Material Adverse Change..............................    33   
       (d) Tax Opinion.............................................    33   

                         ARTICLE X                                          

                        TERMINATION                                         

10.1   Termination.................................................    33   
10.2   Effect of Termination.......................................    34   

                         ARTICLE XI                                         

                       MISCELLANEOUS                                        

11.1   Nonsurvival of Representations and Warranties...............    35   
11.2   Waiver......................................................    35   
11.3   Notices.....................................................    35   
11.4   Counterparts................................................    36   
11.5   Interpretation..............................................    36   
11.6   Amendment...................................................    37   
11.7   No Third Party Beneficiaries................................    37   
11.8   Governing Law...............................................    37   
11.9   Enforcement.................................................    37   
11.10  Entire Agreement............................................    37   
11.11  No Recourse Against Others..................................    37   
11.12  Validity....................................................    37   

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DISCLOSURE SCHEDULES

COMPANY DISCLOSURE SCHEDULES                                                    

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       SECTION                                            
---------------------                                     
                                                          
        5.1.            Organization and Qualification    
        5.2             Capital Stock of Subsidiaries     
        5.3.            Capitalization                    
        5.5             No Violations, Etc.               
        5.11.           Employment and Labor Contracts    
        5.17            Employee Benefit Plans; ERISA     
        5.21.           Finders or Brokers                
        7.1             Conduct of Business of the Company
        8.4             Additional Agreements; Cooperation

HAIN DISCLOSURE SCHEDULES                                                       

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       SECTION                                       
---------------------                                
                                                     
        6.2             Capital Stock of Subsidiaries
        6.3             Capitalization               
        6.5             No Violations, Etc.          
        6.9             Litigation                   
        6.11            Labor Matters                
        6.12            Compliance with Law          
        6.18            Finders or Brokers           

EXHIBITS

EXHIBIT A--Amended and Restated Certificate of Incorporation                    

EXHIBIT B--Form of Company Affiliate Letter                                     

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AGREEMENT AND PLAN OF MERGER

   AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2000, by and between The
Hain Food Group, Inc., a Delaware corporation ("HAIN"), and Celestial           
Seasonings, Inc., a Delaware corporation (the "COMPANY").                       

W I T N E S S E T H:

WHEREAS, the Boards of Directors of each of Hain and the Company have   
approved the merger (the "MERGER") of a wholly owned subsidiary of Hain, to be  
formed for the purpose thereof ("HAIN SUBSIDIARY"), with and into the Company,  
upon the terms and subject to the conditions set forth herein and in accordance 
with the General Corporation Law of the State of Delaware (the "DGCL");         

  WHEREAS, in connection with the Merger, the Board of Directors of Hain has
approved and recommended that Hain's stockholders approve a change of its       
corporate name to The Hain Celestial Group, Inc.;                               

  WHEREAS, in furtherance thereof it is proposed that each outstanding share
of common stock, par value $.01 per share, of the Company (the "COMPANY COMMON  
STOCK," and together with the preferred share purchase rights (the "Rights")    
issued pursuant to the Amended and Restated Rights Agreement, dated as of       
November 11, 1998, by and between the Company and the Harris Trust and Savings  
Bank, as rights agent (the "RIGHTS AGREEMENT"), associated with such shares, the
"COMPANY SHARES") will be converted into the right to receive the Merger        
Consideration (as hereinafter defined) upon the terms and conditions set forth  
in this Agreement;                                                              

    WHEREAS, as inducements to the Company and Hain entering into this Agreement
and incurring the obligations set forth herein, and contemporaneously with the  
execution and delivery of this Agreement, Irwin D. Simon and Mo Siegel have     
agreed to enter into separate Voting Agreements pursuant to which, among other  
things, Mr. Simon will vote all of his Hain Common Stock (as hereinafter        
defined) in favor of this Agreement and the Merger, and Mr. Siegel will vote all
of his Company Common Stock in favor of this Agreement and the Merger;          

WHEREAS, for federal income tax purposes, it is intended that the Merger
shall qualify as a tax free reorganization within the meaning of Section 368 of 
the Internal Revenue Code of 1986, as amended (the "CODE");                     

 WHEREAS, for accounting purposes, it is intended that the Merger shall be
accounted for as a "pooling of interests;" and                                  

    NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, the parties hereto, intending to be legally    
bound, agree as follows:                                                        

ARTICLE I 

MERGER

 1.1  FORMATION OF HAIN SUBSIDIARY.  Hain shall form Hain Subsidiary under
the DGCL. Hain Subsidiary will be formed solely to facilitate the Merger and the
transactions contemplated thereby and will conduct no business or activity other
than in connection with the Merger. Hain will cause Hain Subsidiary to execute  
and deliver a joinder to this Agreement pursuant to Section 251 of the DGCL and 
will execute a written consent as the sole stockholder of Hain Subsidiary,      
approving the execution, delivery and performance of this Agreement by Hain     
Subsidiary.                                                                     

1.2  THE MERGER.  At the Effective Time (as hereinafter defined), Hain  
Subsidiary shall be merged with and into the Company as provided herein.        
Thereupon, the corporate existence of the Company, subject to Section 2.1       
hereof, with all its purposes, powers and objects, shall continue unaffected and
unimpaired by the Merger, and the corporate identity and existence, with all the
purposes, powers and                                                            

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objects, of Hain Subsidiary shall be merged with and into the Company and the   
Company as the corporation surviving the Merger (hereinafter sometimes referred 
to as the "SURVIVING CORPORATION") shall continue its corporate existence under 
the laws of the State of Delaware. The name of the Surviving Corporation shall  
be Celestial Seasonings, Inc.                                                   

   1.3  CLOSING.  The closing of the Merger (the "CLOSING") will take place at
10:00 a.m., New York time, on the later of July 1, 2000 or the date that is no  
later than the second business day after satisfaction of the conditions set     
forth in Article IX, unless another time or date is agreed to in writing by the 
parties hereto (the "CLOSING DATE"). The Closing will be held at the offices of 
Cahill Gordon & Reindel, 80 Pine Street, New York, New York, unless another     
place is agreed to in writing by the parties hereto.                            

 1.4  FILING.  Subject to the provisions of this Agreement, on the Closing
Date, the parties hereto will cause to be filed with the office of the Secretary
of State of the State of Delaware, a certificate of merger (the "CERTIFICATE OF 
MERGER"), in such form as required by, and executed in accordance with, the     
relevant provisions of the DGCL.                                                

1.5  EFFECTIVE TIME OF THE MERGER.  The Merger shall be effective at the
time that the filing of the Certificate of Merger, or at such later time        
specified in such Certificate of Merger, which time is herein sometimes referred
to as the "EFFECTIVE TIME" and the date thereof is herein sometimes referred to 
as the "EFFECTIVE DATE."                                                        

ARTICLE II

CERTIFICATE OF INCORPORATION; BY-LAWS; DIRECTORS AND OFFICERS 

   2.1  CERTIFICATE OF INCORPORATION.  The Certificate of Incorporation of the
Company shall be amended and restated, effective at the Effective Time, in the  
form set forth in EXHIBIT A hereto. The Certificate of Incorporation of the     
Company, as so amended and restated, shall be the Certificate of Incorporation  
of the Surviving Corporation.                                                   

 2.2  BY-LAWS.  The By-Laws of Hain Subsidiary shall be the By-Laws of the
Surviving Corporation until the same shall thereafter be altered, amended or    
repealed in accordance with the laws of the State of Delaware, the Certificate  
of Incorporation of the Surviving Corporation or said By-Laws.                  

    2.3  DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION.  The directors and
officers of Hain Subsidiary immediately prior to the Effective Time shall be the
directors and officers of the Surviving Corporation, each to hold office in     
accordance with the Certificate of Incorporation and By-laws of the Surviving   
Corporation and until their respective successors are duly elected or appointed 
and qualified.                                                                  

    2.4  BOARD OF DIRECTORS OF HAIN.  (a) COMPOSITION. After the Effective Time,
the Board of Directors of Hain (the "HAIN BOARD") shall be comprised of no less 
than eleven directors, including (i) six directors to be designated by Hain     
consistent with past practices, (ii) one director to be designated by Earth's   
Best, Inc., or its successor ("EB") and one director to be jointly designated by
Hain and EB, each in accordance with a certain Investor's Agreement dated       
September 24, 1999 by and among Hain, EB and Irwin D. Simon and (iii) three     
directors to be designated as set forth in Section 2.4(b).                      

 (b) COMPANY DESIGNEES. Hain agrees to take all action necessary such that
from and after the Effective Time until the next regularly scheduled meeting of 
Hain's stockholders, the Hain Board shall include (i) three directors designated
by the Company (the "COMPANY DESIGNEES") and thereafter to use commercially     
reasonable efforts to cause such nominees designated by the Company to be       
included in each slate of proposed directors put forth by Hain to its           
stockholders and recommended for election in any proxy solicitation materials   
disseminated by Hain; PROVIDED, HOWEVER, that the identity of any Company       
Designees other than (i) Mo Seigel, (ii) Marina Hahn and (iii) either of Ronald 
V. Davis or                                                                     

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Gregg A. Ostrander shall be reasonably acceptable to Hain. Upon the death,      
resignation or removal of any Company Designee, Hain will use its best efforts  
to have the vacancy filled by a subsequent designee recommended by the remaining
Company Designees then serving on the Hain Board (subject to the preceding      
sentence). Hain shall use commercially reasonable efforts to nominate the       
Company Designees for a period of two years from the Effective Time. The Company
Designees shall be fully covered by any directors' and officers' liability      
insurance maintained from time to time on the same terms as the other members of
the Hain Board, shall be entitled to the benefit of any indemnification         
arrangements applicable to the other members of the Hain Board and shall have   
the right to receive all fees paid and options and other awards granted and     
expenses reimbursed to non-employee directors generally.                        

 (c) CHAIRMAN AND VICE-CHAIRMAN OF THE HAIN BOARD. Hain agrees to take all
action necessary such that from and after the Effective Time Irwin D. Simon     
shall be elected as the Chairman and Mo Seigel shall be elected as the          
Vice-Chairman of the Board of Directors of Hain, each to serve in accordance    
with Hain's certificate of incorporation and by-laws.                           

ARTICLE III 

EFFECT OF THE MERGER; CONVERSION OF SHARES

 3.1  EFFECT ON CAPITAL STOCK.  As of the Effective Time, by virtue of the
Merger and without any action on the part of any holders of Company Shares or   
any shares of capital stock of Hain Subsidiary:                                 

(a) HAIN SUBSIDIARY COMMON STOCK. Each share of capital stock of Hain   
Subsidiary issued and outstanding immediately prior to the Effective Time shall 
be converted into one validly issued, fully paid and nonassessable share of     
common stock of the Surviving Corporation.                                      

(b) CANCELLATION OF TREASURY STOCK. Each Company Share (including the   
associated Rights) that is owned by the Company or by any subsidiary of the     
Company shall automatically be canceled and retired and shall cease to exist,   
and no shares of common stock, par value $.01 per share, of Hain ("the "HAIN    
COMMON STOCK"), cash or other consideration shall be delivered in exchange      
therefor.                                                                       

    (c) CONVERSION OF COMPANY SHARES. Subject to Section 3.2(e), each issued and
outstanding Company Share (including the associated Rights) (other than shares  
to be canceled in accordance with Section 3.1(b)) (collectively, the "EXCHANGING
COMPANY SHARES") shall be converted into the right to receive 1.265 (the        
"EXCHANGE RATIO") shares of Hain Common Stock (the "MERGER CONSIDERATION"). As  
of the Effective Time, all such Exchanging Company Shares shall no longer be    
outstanding and shall automatically be canceled and retired and shall cease to  
exist, and each holder of a certificate representing any Exchanging Company     
Shares shall cease to have any rights with respect thereto, except the right to 
receive the Merger Consideration and any cash in lieu of fractional shares of   
Hain Common Stock to be issued or paid in consideration therefor upon surrender 
of such certificate in accordance with Section 3.2, without interest.           

3.2  EXCHANGE OF CERTIFICATES.                                          

(a) EXCHANGE AGENT. From and after the Effective Time, Hain shall make  
available to Continental Stock Transfer & Trust Company or such other bank or   
trust company designated by Hain (the "EXCHANGE AGENT"), for the benefit of the 
holders of Company Shares, for exchange in accordance with this Article III     
through the Exchange Agent, certificates evidencing a sufficient number of      
shares of Hain Common Stock issuable to holders of Company Shares to satisfy the
requirements set forth in Section 3.1 relating to Merger Consideration (such    
shares of Hain Common Stock, together with any cash deposited with the Exchange 
Agent relating to Additional Payments (as hereinafter defined) being hereinafter
referred to as the "EXCHANGE FUND"). As promptly as practicable after the       
Effective Time, Hain shall cause the Exchange Agent to deliver the Merger       
Consideration and Additional Payments, if any, contemplated to be issued        
pursuant to Section 3.1 out of the Exchange Fund in accordance with             

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the procedures specified in this Section 3.2. Except as contemplated by         
Section 3.2(g) hereof, the Exchange Fund shall not be used for any other        
purpose.                                                                        

(b) EXCHANGE PROCEDURES. As promptly as practicable after the Effective 
Time, Hain shall cause the Exchange Agent to mail to each record holder of a    
certificate or certificates which immediately prior to the Effective Time       
represented outstanding Company Shares (the "CERTIFICATES") (i) a letter of     
transmittal (which shall be in customary form and shall specify that delivery   
shall be effected, and risk of loss and title to the Certificates shall pass,   
only upon proper delivery of the Certificates to the Exchange Agent) and        
(ii) instructions for use in effecting the surrender of the Certificates in     
exchange for the Merger Consideration.                                          

(c) EXCHANGE OF CERTIFICATES. Upon surrender to the Exchange Agent of a 
Certificate for cancellation, together with such letter of transmittal, duly    
executed and completed in accordance with the instructions thereto, and such    
other documents as may be reasonably required pursuant to such instructions, the
holder of such Certificate shall be entitled to receive in exchange therefor a  
certificate representing that number of whole shares of Hain Common Stock, if   
any, constituting Merger Consideration to which such holder is entitled pursuant
to this Article III (including any cash in lieu of any fractional shares of Hain
Common Stock to which such holder is entitled pursuant to Section 3.2(f) and any
dividends or other distributions to which such holder is entitled pursuant to   
Section 3.2(d) (together, the "ADDITIONAL PAYMENTS")), and the Certificate so   
surrendered shall forthwith be canceled. In the event of a transfer of ownership
of Company Shares which is not registered in the transfer records of the        
Company, the applicable Merger Consideration and Additional Payments, if any,   
may be issued to a transferee if the Certificate representing such Company      
Shares is presented to the Exchange Agent, accompanied by all documents required
to evidence and effect such transfer and by evidence that any applicable stock  
transfer taxes have been paid. Until surrendered as contemplated by this        
Section 3.2, each Certificate shall be deemed at all times after the Effective  
Time to represent only the right to receive upon such surrender the applicable  
Merger Consideration with respect to the Company Shares formerly represented    
thereby and Additional Payments, if any.                                        

  (d) DISTRIBUTIONS WITH RESPECT TO UNSURRENDERED CERTIFICATES. No dividends
or other distributions declared or made after the Effective Time with respect to
Hain Common Stock with a record date after the Effective Time shall be paid to  
the holder of any unsurrendered Certificate with respect to Hain Common Stock   
the holder thereof is entitled to receive upon surrender thereof, and no cash   
payment in lieu of any fractional shares shall be paid to any such holder       
pursuant to Section 3.2(f), until the holder of such Certificate shall surrender
such Certificate. Subject to the effect of escheat, tax or other applicable     
Laws, following surrender of any such Certificate, there shall be paid to the   
holder of the certificates representing whole shares of Hain Common Stock issued
in exchange therefor, without interest, (i) promptly, the amount of any cash    
payable with respect to fractional Hain Common Stock to which such holder is    
entitled pursuant to Section 3.2(f) and the amount of dividends or other        
distributions with a record date after the Effective Time and theretofore paid  
with respect to such whole shares of Hain Common Stock, and (ii) at the         
appropriate payment date, the amount of dividends or other distributions, with a
record date after the Effective Time but prior to surrender and a payment date  
occurring after surrender, payable with respect to such whole Hain Common Stock.
After the Effective Time, each outstanding Certificate which theretofore        
represented Company Shares shall, until surrendered for exchange in accordance  
with this Section 3.2, be deemed for all purposes to evidence ownership of the  
number of shares of Hain Common Stock into which the Company Shares (which,     
prior to the Effective Time, were represented thereby) shall have been so       
converted.                                                                      

(e) NO FURTHER RIGHTS IN COMPANY SHARES. At the Effective Time all      
outstanding Company Shares, by virtue of the Merger and without any action on   
the part of the holders thereof, shall no longer be outstanding and shall be    
canceled and retired and shall cease to exist, and each holder of a certificate 
representing any such Company Shares shall thereafter cease to have any rights  
with respect to such Company Shares, except the right to receive the Merger     
Consideration for such Company Shares. All Hain Common Stock constituting Merger
Consideration issued upon conversion of the Company                             

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Shares in accordance with the terms hereof (including any cash paid pursuant to 
Section 3.2(d) or (f)) shall be deemed to be validly issued, fully paid and     
nonassessable and to have been issued or paid, as the case may be, in full      
satisfaction of all rights pertaining to such Company Shares.                   

    (f) NO FRACTIONAL SHARES. No fractional shares of Hain Common Stock shall be
issued in the Merger. In lieu of any such fractional shares, each holder of     
Company Shares, who would otherwise have been entitled to a fraction of Hain    
Common Stock pursuant to this Article III, will be entitled to receive an amount
of cash rounded to the nearest cent (without interest) determined by multiplying
the fair market value of a share of Company Common Stock (as determined by the  
Company's Board of Directors at the Effective Time) by the fractional share     
interest to which such holder would otherwise have been entitled. The parties   
acknowledge that payment of the cash consideration in lieu of issuing fractional
shares was not separately bargained for consideration but merely represents a   
mechanical rounding for purposes of simplifying the corporate and accounting    
complexities which would otherwise be caused by the issuance of fractional      
shares.                                                                         

(g) TERMINATION OF EXCHANGE FUND. Any portion of the Exchange Fund which
remains undistributed to the holders of Company Shares for one year after the   
Effective Time shall be delivered to Hain (who shall thereafter act as Exchange 
Agent), upon demand, and any holders of Company Shares who have not theretofore 
complied with this Article III shall thereafter look only to Hain for the       
applicable Merger Consideration and any Additional Payments to which they are   
entitled. To the extent permitted by applicable law, any portion of the Exchange
Fund remaining unclaimed by holders of Company Shares as of a date which is     
immediately prior to such time as such amounts would otherwise escheat to or    
become property of any government entity shall, on the third anniversary of the 
Effective Date and to the extent permitted by applicable law, become the        
property of Hain free and clear of any claims or interest of any person         
previously entitled thereto.                                                    

(h) NO LIABILITY. None of the Exchange Agent, Hain or the Surviving     
Corporation shall be liable to any holder of Certificates for any shares of Hain
Common Stock (or dividends or distributions with respect thereto), or cash      
delivered to a public official pursuant to any abandoned property, escheat or   
similar law.                                                                    

   (i) WITHHOLDING RIGHTS. Each of the Surviving Corporation and Hain shall be
entitled to deduct and withhold from the consideration otherwise payable        
pursuant to this Agreement to any holder of Certificates such amounts as it is  
required to deduct and withhold with respect to the making of such payment under
the Code, or any provision of state, local or foreign tax law. To the extent    
that amounts are so withheld by the Surviving Corporation or Hain, as the case  
may be, such withheld amounts shall be treated for all purposes of this         
Agreement as having been paid to the holder of the Certificates in respect of   
which such deduction and withholding was made by the Surviving Corporation or   
Hain, as the case may be.                                                       

 (j) LOST CERTIFICATES. If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming  
such Certificate to be lost, stolen or destroyed and, if required by the        
Surviving Corporation or Hain, the posting by such person of a bond, in such    
reasonable amount as the Surviving Corporation or Hain may direct, as indemnity 
against any claim that may be made against it with respect to such Certificate, 
the Exchange Agent will issue in exchange for such lost, stolen or destroyed    
Certificate the applicable Merger Consideration and Additional Payments, if any.

    (k) ANTI-DILUTION. The Exchange Ratio shall be adjusted to reflect fully the
effect of any stock split, reverse split, stock dividend (including any dividend
or distribution of securities convertible into Company Shares or Hain Common    
Stock, as applicable), extraordinary dividend, reorganization, recapitalization 
or any other like change with respect to Company Shares or Hain Common Stock    
occurring after the date hereof and prior to the Effective Time. References to  
the Exchange Ratio elsewhere in this Agreement shall be deemed to refer to the  
Exchange Ratio as it may have been adjusted pursuant to this Section 3.2(k).    

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   3.3  STOCK TRANSFER BOOKS.  At the Effective Time, the stock transfer books
of the Company shall be closed and there shall be no further registration of    
transfers of Company Shares thereafter on the records of the Company. On or     
after the Effective Time, any Certificates presented to the Exchange Agent or   
Hain for any reason shall be converted into the applicable Merger Consideration 
and Additional Payments, if any.                                                

ARTICLE IV

CERTAIN EFFECTS OF THE MERGER 

    4.1  EFFECT OF THE MERGER.  The effects and consequences of the Merger shall
be as set forth in Section 259 of the DGCL. Without limiting the generality of  
the foregoing on and after the Effective Time and pursuant to the DGCL, the     
Surviving Corporation shall possess all the rights, privileges, immunities,     
powers, and purposes of each of Hain Subsidiary and the Company; all the        
property, real and personal, including subscriptions to shares, causes of action
and every other asset (including books and records) of Hain Subsidiary and the  
Company shall vest in the Surviving Corporation without further act or deed; and
the Surviving Corporation shall assume and be liable for all the liabilities,   
obligations and penalties of Hain Subsidiary and the Company; PROVIDED, HOWEVER,
that this shall in no way impair or affect the indemnification obligations of   
any party pursuant to the indemnification provisions of this Agreement. No      
liability or obligation due or to become due and no claim or demand for any     
cause existing against either Hain Subsidiary or the Company, or any            
stockholder, officer or director thereof, shall be released or impaired by the  
Merger, and no action or proceeding, whether civil or criminal, then pending by 
or against Hain Subsidiary or the Company, or any stockholder, officer or       
director thereof, shall abate or be discontinued by the Merger, but may be      
enforced, prosecuted, settled or compromised as if the Merger had not occurred, 
and the Surviving Corporation may be substituted in any such action or          
proceeding in place of Hain Subsidiary or the Company.                          

4.2  FURTHER ASSURANCES.  If at any time after the Effective Time, any  
further action is necessary or desirable to carry out the purposes of this      
Agreement and to vest the Surviving Corporation with full right, title and      
possession to all assets, property, rights, privileges, powers and franchises of
either of Hain Subsidiary or the Company, the officers of such corporation are  
fully authorized in the name of their corporation or otherwise to take, and     
shall take, all such further action.                                            

ARTICLE V 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 

The Company represents and warrants to Hain as follows:                 

5.1  ORGANIZATION AND QUALIFICATION.  Each of the Company and its       
subsidiaries is a corporation duly organized, validly existing and in good      
standing under the laws of the jurisdiction of its incorporation and has all    
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted. Each of the Company and its
subsidiaries is duly qualified as a foreign corporation to do business, and is  
in good standing, in each jurisdiction where the character of its properties    
owned or leased or the nature of its activities makes such qualification        
necessary, except for failures to be so qualified or in good standing which     
would not, individually or in the aggregate, have a material adverse effect on  
the general affairs, management, business, operations, condition (financial or  
otherwise) or prospects of the Company and its subsidiaries, taken as a whole (a
"COMPANY MATERIAL ADVERSE EFFECT"). SECTION 5.1 of the Disclosure Schedule sets 
forth, with respect to the Company and each of its subsidiaries, each of the    
jurisdictions in which they are incorporated or qualified or otherwise licensed 
as a foreign corporation to do business. Neither the Company nor any of its     
subsidiaries is in violation of any of the provisions of its certificate or     
articles of incorporation or organization (or other applicable charter document)
or                                                                              

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by-laws. The Company has delivered to Hain accurate and complete copies of the  
certificate or articles of incorporation or organization (or other applicable   
charter document) and by-laws, as currently in effect, of each of the Company   
and its subsidiaries.                                                           

5.2  CAPITAL STOCK OF SUBSIDIARIES.  The only direct or indirect        
subsidiaries of the Company are those listed in SECTION 5.2 of the Disclosure   
Schedule. The Company is directly or indirectly the record and beneficial owner 
of all of the outstanding shares of capital stock of each of its subsidiaries,  
and all of such shares so owned by the Company are validly issued, fully paid   
and nonassessable and are owned by it free and clear of any claim, lien or      
encumbrance of any kind with respect thereto.                                   

  5.3  CAPITALIZATION.  The authorized capital stock of the Company consists
of 15,000,000 shares of Company Common Stock and 1,000,000 shares of preferred  
stock, par value $.01 per share. As of March 1, 2000, 8,412,197 shares of       
Company Common Stock are issued and outstanding, 17,800 shares are issued and   
held as treasury shares and no shares of preferred stock are issued and         
outstanding. All of such issued and outstanding shares of Company Common Stock  
are validly issued, fully paid and nonassessable and free of preemptive rights. 
SECTION 5.3 of the Disclosure Schedule sets forth all outstanding options,      
warrants or other rights, whether or not exercisable, to acquire any shares of  
Company Common Stock or any other equitable interest in the Company, and, in the
case of outstanding options, identifies the Company stock plan or other Company 
benefit plan under which such options were granted. Except as set forth in      
SECTION 5.3 of the Disclosure Schedule, and except with respect to plans and    
agreements described in Section 8.15(e) of this Agreement, the Company's        
obligations under the Rights Agreement and the transactions contemplated by this
Agreement, neither the Company nor any of its subsidiaries is a party to any    
agreement or understanding, oral or written, which (a) grants an option, warrant
or other right to acquire shares of Company Common Stock or any other equitable 
interest in the Company, (b) grants a right of first refusal or other such      
similar right upon the sale of Company Common Stock, or (c) restricts or affects
the voting rights of Company Common Stock. There is no liability for dividends  
declared or accumulated but unpaid with respect to any Company Common Stock.    

   5.4  AUTHORITY RELATIVE TO THIS AGREEMENT.  The Company has corporate power
and authority to execute and deliver this Agreement and to consummate the Merger
and other transactions contemplated hereby. The execution and delivery of this  
Agreement and the consummation of the Merger and other transactions contemplated
hereby have been duly and validly authorized by the Board of Directors of the   
Company and no other corporate proceedings on the part of the Company are       
necessary to authorize this Agreement or to consummate the Merger or other      
transactions contemplated hereby (other than as contemplated by this Agreement, 
including the approval of the Company's stockholders pursuant to the DGCL). This
Agreement has been duly and validly executed and delivered by the Company and,  
assuming the due authorization, execution and delivery hereof by Hain,          
constitutes a valid and binding agreement of the Company, enforceable against   
the Company in accordance with its terms, except to the extent that its         
enforceability may be limited by applicable bankruptcy, insolvency,             
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights generally or by general equitable or fiduciary principles.               

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5.5  NO VIOLATIONS, ETC.                                                

(a) Assuming that all filings, permits, authorizations, consents and    
approvals or waivers thereof have been duly made or obtained as contemplated by 
Section 5.5(b) hereof, except as set forth in SECTION 5.5 of the Disclosure     
Schedule, neither the execution and delivery of this Agreement by the Company   
nor the consummation of the Merger or other transactions contemplated hereby nor
compliance by the Company with any of the provisions hereof will (i) violate,   
conflict with, or result in a breach of any provision of, or constitute a       
default (or an event which, with notice or lapse of time or both, would         
constitute a default) under, or result in the termination or suspension of, or  
accelerate the performance required by, or result in a right of termination or  
acceleration under, or result in the creation of any lien, security interest,   
charge or encumbrance upon any of the properties or assets of the Company or any
of its subsidiaries under, any of the terms, conditions or provisions of        
(x) their respective certificate or articles of incorporation or organization or
by-laws, (y) any note, bond, mortgage, indenture or deed of trust, or (z) any   
license, lease, agreement or other instrument or obligation to which the Company
or any such subsidiary is a party or to which they or any of their respective   
properties or assets may be subject, or (ii) violate any judgment, ruling,      
order, writ, injunction, decree, statute, rule or regulation applicable to the  
Company or any of its subsidiaries or any of their respective properties or     
assets, except, in the case of clauses (i)(z) and (ii) above, for such          
violations, conflicts, breaches, defaults, terminations, suspensions,           
accelerations, rights of termination or acceleration or creations of liens,     
security interests, charges or encumbrances which would not, individually or in 
the aggregate, either have a Company Material Adverse Effect or materially      
impair the Company's ability to consummate the Merger or other transactions     
contemplated hereby.                                                            

(b) No filing or registration with, notification to and no permit,      
authorization, consent or approval of any governmental entity (including,       
without limitation, any federal, state or local regulatory authority or agency) 
is required by the Company in connection with the execution and delivery of this
Agreement or the consummation by the Company of the Merger or other transactions
contemplated hereby, except (i) in connection with the applicable requirements  
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the    
"HSR ACT"), (ii) the filing of the Certificate of Merger, (iii) the approval of 
the Company's stockholders pursuant to the DGCL, (iv) filings with the          
Securities and Exchange Commission (the "SEC") and (v) such other filings,      
registrations, notifications, permits, authorizations, consents or approvals the
failure of which to be obtained, made or given would not, individually or in the
aggregate, either have a Company Material Adverse Effect or materially impair   
the Company's ability to consummate the Merger or other transactions            
contemplated hereby.                                                            

    (c) As of the date hereof, none of the Company or any of its subsidiaries is
in violation of or default under (x) its respective certificate or articles of  
incorporation or organization or by-laws, (y) any note, bond, mortgage,         
indenture or deed of trust, or (z) any license, lease, agreement or other       
instrument or obligation to which the Company or any such subsidiary is a party 
or to which they or any of their respective properties or assets may be subject,
except, in the case of clauses (y) and (z) above, for such violations or        
defaults which would not, individually or in the aggregate, either have a       
Company Material Adverse Effect or materially impair the Company's ability to   
consummate the Merger or other transactions contemplated hereby.                

    5.6  COMMISSION FILINGS; CONSOLIDATED FINANCIAL STATEMENTS.  (a) The Company
has filed all required forms, reports and documents with the SEC since          
September 30, 1996, including, in the form filed with the SEC, together with any
amendments thereto, (i) its Annual Report on Form 10-K for the fiscal year ended
September 30, 1999 (the "COMPANY 10-K"), (ii) all proxy statements relating to  
the Company's meetings of stockholders (whether annual or special) held since   
September 30, 1999 (the "COMPANY CURRENT PROXIES"), (iii) its Quarterly Report  
on Form 10-Q for the fiscal quarter ended December 31, 1999 (the "COMPANY       
DECEMBER 1999 10-Q" and, together with the Company 10-K and the Company Current 
Proxies, the "COMPANY CURRENT SEC REPORTS") and (iv) all other reports or       
registration statements filed by the Company with the SEC since September 30,   
1996 (collectively, the                                                         

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"COMPANY SEC REPORTS") with the SEC, all of which complied when filed in all    
material respects with all applicable requirements of the Securities Act of     
1933, as amended, and the rules and regulations promulgated thereunder (the     
"SECURITIES ACT") and the Exchange Act of 1934, as amended, and the rules and   
regulations promulgated thereunder (the "EXCHANGE ACT"). The audited            
consolidated financial statements and unaudited consolidated interim financial  
statements of the Company and its subsidiaries included or incorporated by      
reference in such Company SEC Reports were prepared in accordance with generally
accepted accounting principles applied on a consistent basis during the periods 
involved (except as may be indicated in the notes thereto) and present fairly,  
in all material respects, the financial position and results of operations and  
cash flows of the Company and its subsidiaries on a consolidated basis at the   
respective dates and for the respective periods indicated (and in the case of   
all such financial statements that are interim financial statements, contain all
adjustments so to present fairly). Except to the extent that information        
contained in any Company SEC Report was revised or superseded by a later filed  
Company SEC Report, none of the Company SEC Reports contained any untrue        
statement of a material fact or omitted to state any material fact required to  
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The Company has
provided to Hain copies of all other correspondence sent to or received from the
SEC by the Company and its subsidiaries since September 30, 1996 (other than    
cover letters).                                                                 

(b) The Company has provided to Hain true and complete copies of the    
unaudited consolidated balance sheet of the Company at February 19, 2000 (the   
"FEBRUARY BALANCE SHEET") and the unaudited consolidated statements of income,  
stockholders' equity and cash flow of the Company for the period from           
December 26, 1999 through February 19, 2000 (collectively, the "FEBRUARY        
FINANCIALS"). The February Financials fairly present, in all material respects, 
the financial position of the Company at February 19, 2000, and the results of  
operations of the Company for the period then ended, and have been prepared in  
accordance with generally accepted accounting principles applied on a consistent
basis, except that such financial statements will not include any footnote      
disclosures that might otherwise be required to be included by generally        
accepted accounting principles, and shall also be subject to normal             
non-recurring year-end audit adjustments. The February Balance Sheet reflects   
all liabilities of the Company, whether absolute, accrued or contingent, as of  
the date thereof of the type required to be reflected or disclosed on a balance 
sheet prepared in accordance with generally accepted accounting principles      
(applied in a manner consistent with the notes of the financial statements      
included in the Company 10-K).                                                  

5.7  ABSENCE OF CHANGES OR EVENTS.  Except as set forth in the Company  
Current SEC Reports, since the date of the Company 10-K:                        

   (a) there has been no material adverse change, or any development involving
a prospective material adverse change, in the general affairs, management,      
business, operations, condition (financial or otherwise) or prospects of the    
Company and its subsidiaries taken as a whole;                                  

   (b) there has not been any direct or indirect redemption, purchase or other
acquisition of any shares of capital stock of the Company or any of its         
subsidiaries, or any declaration, setting aside or payment of any dividend or   
other distribution by the Company or any of its subsidiaries in respect of its  
capital stock;                                                                  

  (c) except in the ordinary course of its business and consistent with past
practice, neither the Company nor any of its subsidiaries has incurred any      
indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise  
as an accommodation become responsible for the obligations of any other         
individual, firm or corporation, or made any loans or advances to any other     
individual, firm or corporation;                                                

(d) there has not been any change in the financial or the accounting    
methods, principles or practices of the Company or its subsidiaries;            

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   (e) except in the ordinary course of business and for amounts which are not
material, there has not been any revaluation by the Company or any of its       
subsidiaries of any of their respective assets, including, without limitation,  
writing down the value of inventory or writing off notes or accounts            
receivables;                                                                    

  (f) there has not been any damage, destruction or loss, whether covered by
insurance or not, except for such as would not, individually or in the          
aggregate, have a Company Material Adverse Effect; and                          

(g) there has not been any agreement by the Company or any of its       
subsidiaries to (i) do any of the things described in the preceding clauses     
(a) through (f) other than as expressly contemplated or provided for in this    
Agreement or (ii) take, whether in writing or otherwise, any action which, if   
taken prior to the date of this Agreement, would have made any representation or
warranty in this Article V untrue or incorrect.                                 

5.8  JOINT PROXY STATEMENT.  None of the information supplied or to be  
supplied by or on behalf of the Company for inclusion or incorporation by       
reference in the registration statement to be filed with the SEC by Hain in     
connection with the issuance of shares of Hain Common Stock in the Merger (the  
"REGISTRATION STATEMENT") will, at the time the Registration Statement becomes  
effective under the Securities Act, contain any untrue statement of a material  
fact or omit to state any material fact required to be stated therein or        
necessary to make the statements therein, in light of the circumstances under   
which they were made, not misleading. None of the information supplied or to be 
supplied by or on behalf of the Company for inclusion or incorporation by       
reference in the joint proxy statement/ prospectus, in definitive form, relating
to the Company Stockholder Meeting (as hereinafter defined) and the Hain        
Stockholder Meeting (as hereinafter defined), or in the related proxy and notice
of meeting, or soliciting material used in connection therewith (referred to    
herein collectively as the "JOINT PROXY STATEMENT") will, at the dates mailed to
stockholders and at the time of the Company Stockholder Meeting and the Hain    
Stockholder Meeting, contain any untrue statement of a material fact or omit to 
state any material fact required to be stated therein or necessary in order to  
make the statements therein, in light of the circumstances under which they are 
made, not misleading. The Company will promptly inform Hain of the happening of 
any event prior to the Effective Time which would render such information       
regarding the Company incorrect in any material respect or require the amendment
of the Joint Proxy Statement. The Joint Proxy Statement (except for information 
relating solely to Hain and Hain Subsidiary) will comply as to form in all      
material respects with the provisions of the Securities Act and the Exchange    
Act.                                                                            

 5.9  LITIGATION.  Except as set forth in the Company Current SEC Reports,
there is no (i) claim, action, suit or proceeding pending or, to the best       
knowledge of the Company or any of its subsidiaries, threatened against or      
relating to the Company or any of its subsidiaries before any court or          
governmental or regulatory authority or body or arbitration tribunal, or        
(ii) outstanding judgment, order, writ, injunction or decree, or application,   
request or motion therefor, of any court, governmental agency or arbitration    
tribunal in a proceeding to which the Company, any subsidiary of the Company or 
any of their respective assets was or is a party except, in the case of clauses 
(i) and (ii) above, such as would not, individually or in the aggregate, either 
have a Company Material Adverse Effect or materially impair the Company's       
ability to consummate the Merger or the other transactions contemplated hereby. 

  5.10  PROPERTY AND LEASES.  Except as set forth in the Company Current SEC
Reports, the Company and its subsidiaries have good and marketable title to all 
real properties and all other properties and assets owned by them, in each case 
free from liens, encumbrances and defects that would materially affect the value
thereof or materially interfere with the use made or to be made thereof by them;
and except as set forth in the Company Current SEC Reports, the Company and its 
subsidiaries hold any leased real or personal property under valid and          
enforceable leases with no exceptions that would materially interfere with the  
use made or to be made thereof by them.                                         

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 5.11  EMPLOYMENT AND LABOR CONTRACTS.  Neither the Company nor any of its
subsidiaries is a party to any employment, management services, consultation or 
other similar contract with any past or present officer, director or employee   
or, to the best knowledge of the Company, any entity affiliated with any past or
present officer, director or employee other than those included as exhibits in  
the Company SEC Reports and other than the agreements executed by employees     
generally, the forms of which have been delivered to Hain. Notwithstanding the  
foregoing, SECTION 5.11 of the Disclosure Schedule identifies any such agreement
containing an agreement with respect to any change of control, severance or     
termination benefit or any obligation on the part of the Company that could be  
triggered by the Merger.                                                        

5.12  LABOR MATTERS.  Each of the Company and its subsidiaries is in    
compliance in all material respects with all applicable laws respecting         
employment and employment practices, terms and conditions of employment and     
wages and hours, and neither the Company nor any of its subsidiaries is engaged 
in any unfair labor practice which would have a Company Material Adverse Effect.
There is no labor strike, material slowdown or material stoppage pending (or, to
the knowledge of the Company, any labor strike or stoppage threatened) against  
or affecting the Company or any of its subsidiaries. No petition for            
certification has been filed and is pending before the National Labor Relations 
Board with respect to any employees of the Company or any of its subsidiaries   
who are not currently organized. No employee of the Company or its subsidiaries 
is represented by a labor union or similar organization and, to the Company's   
knowledge, there exist no ongoing discussions between the employees of the      
Company or its subsidiaries and any labor union or similar organization relating
to the representation of such employees by such labor union or similar          
organization.                                                                   

   5.13  COMPLIANCE WITH LAW.  Neither the Company nor any of its subsidiaries
has violated or failed to comply with any statute, law, ordinance, regulation,  
rule or order of any foreign, federal, state or local government or any other   
governmental department or agency (including, without limitation, any required  
by the Food and Drug Administration or the Nutrition Labeling and Education Act 
of 1990), or any judgment, decree or order of any court, applicable to its      
business or operations, except where any such violation or failure to comply    
would not, individually or in the aggregate, have a Company Material Adverse    
Effect or materially impair the Company's ability to consummate the Merger or   
the other transactions contemplated hereby; the conduct of the business of each 
of the Company and its subsidiaries is in conformity with all foreign, federal, 
state and local requirements, and all other foreign, federal, state and local   
governmental and regulatory requirements, except where such nonconformities     
would not, individually or in the aggregate, have a Company Material Adverse    
Effect or materially impair the Company's ability to consummate the Merger or   
the other transactions contemplated hereby. The Company and its subsidiaries    
have all permits, licenses and franchises from governmental agencies required to
conduct their businesses as now being conducted, except for such permits,       
licenses and franchises the absence of which would not, individually or in the  
aggregate, have a Company Material Adverse Effect or materially impair the      
Company's ability to consummate the Merger or the other transactions            
contemplated hereby.                                                            

  5.14  BOARD RECOMMENDATION.  The Board of Directors of the Company has, by
unanimous vote at meetings of such board duly held on March 4, 2000, approved   
and adopted this Agreement and the Merger, determined that the Merger is fair to
the stockholders of the Company, recommended that the stockholders of the       
Company approve and adopt this Agreement and the Merger and rescinded any stock 
repurchase program previously approved by the Board of Directors of the Company.

 5.15  INTELLECTUAL PROPERTY.  The Company has provided to Hain a complete
and accurate list of all of the trademarks (whether or not registered) and      
trademark registrations and applications used by the Company and its            
subsidiaries. Except as would not, individually or in the aggregate, have a     
Company Material Adverse Effect, (i) each of the Company and its subsidiaries   
has or owns, directly or indirectly, all right, title and interest to the       
trademarks (whether or not registered) and trademark registrations and          
applications, patent and patent applications, copyrights and copyright          
applications,                                                                   

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service marks, service mark registrations and applications, trade dress, trade  
and product names (collectively, the "INTELLECTUAL PROPERTY") used by the       
Company and its subsidiaries. Except as would not, individually or in the       
aggregate, have a Company Material Adverse Effect, (i) each of the Company and  
its subsidiaries has or owns, directly or indirectly, all right, title and      
interest to such Intellectual Property or has the perpetual right to use such   
Intellectual Property without consideration; none of the rights of the Company  
and its subsidiaries in or use of such Intellectual Property has been or is     
currently being or, to the knowledge of the Company, is threatened to be        
infringed or challenged; (ii) all of the patents, trademark registrations,      
service mark registrations, trade name registrations and copyright registrations
included in such Intellectual Property have been duly issued and have not been  
canceled, abandoned or otherwise terminated; (iii) all of the patent            
applications, trademark applications, service mark applications, trade name     
applications and copyright applications included in such Intellectual Property  
have been duly filed; and (iv) to the knowledge of the Company, the Company and 
its subsidiaries own or have adequate licenses or other rights to use all       
Intellectual Property, know-how and technical information required for their    
operation.                                                                      

    5.16  TAXES.  (i) The Company and each of its subsidiaries have prepared and
timely filed or will timely file with the appropriate governmental agencies all 
Tax Returns (as hereinafter defined) required to be filed for any period (or    
portion thereof) ending on or before the Effective Time, taking into account any
extension of time to file granted to or obtained on behalf of the Company and/or
its subsidiaries, and each such Tax Return is complete and accurate in all      
material respects; (ii) the Company and each of its subsidiaries have timely    
paid or will timely pay all Taxes (as hereinafter defined) due and payable by   
them through the Effective Time and have made or will make adequate accruals for
any Taxes attributable to any taxable period or portion thereof of the Company  
and/or its subsidiaries ending on or prior to the Effective Time that are not   
yet due and payable; (iii) all asserted deficiencies or assessments resulting   
from examinations of any Tax Returns filed by the Company or any of its         
subsidiaries have been paid or finally settled and no issue previously raised by
any taxing authority reasonably could be expected to result in a proposed       
deficiency or assessment for any prior, parallel or subsequent period (including
periods subsequent to the Effective Date); (iv) no deficiency in respect of     
Taxes has been asserted or assessed against the Company or any of its           
subsidiaries, and no examination of the Company or any of its subsidiaries is   
pending or, to the best knowledge of the Company, threatened by any taxing      
authority; (v) no extension of the period for assessment or collection of any   
Tax of the Company or its subsidiaries is currently in effect and no extension  
of time within which to file any Tax Return has been requested, which Tax Return
has not since been filed; (vi) no liens have been filed with respect to any     
Taxes of the Company or any of its subsidiaries other than in respect of        
property taxes that have accrued but are not yet due and payable; (vii) neither 
the Company nor any of its subsidiaries has made, or is or will be required to  
make, any adjustment by reason of a change in their accounting methods for any  
period (or portion thereof) ending on or before the Effective Time; (viii) the  
Company and its subsidiaries have made timely payments of all Taxes required to 
be deducted and withheld from the wages paid to their employees and from all    
other amounts paid to third parties; (ix) neither the Company nor any of its    
subsidiaries is a party to any tax sharing, tax matters, tax indemnification or 
similar agreement; (x) neither the Company nor any of its subsidiaries owns any 
interest in any "controlled foreign corporation" (within the meaning of         
Section 957 of the Code), "passive foreign investment company" (within the      
meaning of Section 1296 of the Code) or other entity the income of which may be 
required to be included in the income of the Company or such subsidiary whether 
or not distributed; (xi) except as set forth in SECTION 5.17(D) of the          
Disclosure Schedule, neither the Company nor any of its subsidiaries has made an
election under Section 341(f) of the Code; (xii) neither the Company nor any of 
its subsidiaries is a party to any agreement or arrangement that provides for   
the payment of any amount, or the provision of any other benefit, that could    
constitute a "parachute payment" within the meaning of Section 280G of the Code;
(xiii) no claim has ever been made by an authority in a jurisdiction where the  
Company or any of its subsidiaries does not file Tax Returns that such entity is
or may be subject to taxation by that jurisdiction; (xiv) neither the Company   
nor any of its subsidiaries has any liability for the Taxes of any              

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person under United States Treasury Regulation ("TREAS. REG.") Section 1.1502-6 
(or any similar provision of state, local or foreign law), as a transferee or   
successor, by contract or otherwise, except for liability arising under Treas.  
Reg. Section 1.1502-6 with respect to current members of the Company's          
"affiliated group" (as defined in Section 1504 of the Code); (xv) neither the   
Company nor any of its subsidiaries has ever had any "undistributed personal    
holding company income" (as defined in Section 545 of the Code); (xvi) none of  
the assets of the Company or any of its subsidiaries is "tax-exempt use         
property" (as defined in Section 168(h)(1) of the Code) or may be treated as    
owned by any other person pursuant to Section 168(f)(8) of the Internal Revenue 
Code of 1954 (as in effect immediately prior to the enactment of the Tax Reform 
Act of 1986); (xvii) neither the Company nor any of its subsidiaries has ever   
been a "United States real property holding corporation," within the meaning of 
Section 897 of the Code; (xviii) neither the Company nor any of its subsidiaries
has made any elections under Sections 108, 168, 338, 441, 472, 1017, 1033 or    
4977 of the Code; (xix) there are no "excess loss accounts" (as defined in      
Treas. Reg. Section 1.1502-19) with respect to any stock of any subsidiary;     
(xx) neither the Company nor any of its subsidiaries has any (a) deferred gain  
or loss (1) arising from any deferred intercompany transactions (as described in
Treas. Reg. SectionSection 1.1502-13 and 1.1502-13T prior to amendment by       
Treasury Decision 8597 (issued July 12, 1995) or (2) with respect to the stock  
or obligations of any other member of any affiliated group (as described in     
Treas. Reg. SectionSection 1.1502-14 and 1.1502-14T prior to amendment by       
Treasury Decision 8597) or (b) any gain subject to Treas. Reg.                  
Section 1.1502-13, as amended by Treasury Decision 8597; (xxi) neither the      
Company nor any of its subsidiaries has requested a ruling from, or entered into
a closing agreement with, the IRS or any other taxing authority; and (xxii) the 
Company has previously delivered to Hain true and complete copies of (a) all    
federal, state, local and foreign income or franchise Tax Returns filed by the  
Company and/or any of its subsidiaries for the last three taxable years ending  
prior to the date hereof (except for those Tax Returns that have not yet been   
filed) and (b) any audit reports issued within the last three years by the IRS  
or any other taxing authority.                                                  

   For all purposes of this Agreement, "TAX" or "TAXES" means (i) all federal,
state, local or foreign taxes, charges, fees, imposts, levies or other          
assessments, including, without limitation, all net income, alternative minimum,
gross receipts, capital, sales, use, ad valorem, value added, transfer,         
franchise, profits, inventory, capital stock, license, withholding, payroll,    
employment, social security, unemployment, excise, severance, stamp, occupation,
property and estimated taxes, customs duties, fees, assessments and charges of  
any kind whatsoever, (ii) all interest, penalties, fines, additions to tax or   
other additional amounts imposed by any taxing authority in connection with any 
item described in clause (i) and (iii) all transferee, successor, joint and     
several or contractual liability (including, without limitation, liability      
pursuant to Treas. Reg. Section 1.1502-6 (or any similar state, local or foreign
provision)) in respect of any items described in clause (i) or (ii).            

For all purposes of this Agreement, "TAX RETURN" means all returns,     
declarations, reports, estimates, information returns and statements required to
be filed in respect of any Taxes.                                               

5.17  EMPLOYEE BENEFIT PLANS; ERISA.                                    

(a) The Company has provided to Hain copies of, and related relevant    
materials to, all "employee benefit plans" as defined in Section 3(3) of the    
Employee Retirement Income Security Act of 1974, a amended ("ERISA"), stock     
option and other stock-based plans, and deferred compensation and other employee
benefit plans, which are maintained by the Company or as to which the Company   
has any direct or indirect, actual or contingent liability ("Benefit Plans").   

   (b) No Benefit Plans are subject to Title IV of ERISA or Section 412 of the
Code. Neither the Company nor any subsidiary of the Company nor any member of   
the Company's controlled group under Section 414 of the Code ("COMPANY ERISA    
AFFILIATE") has incurred, or is reasonably likely to incur, any material        
liability under Title IV of ERISA.                                              

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(c) Except where the failure to comply would not, individually or in the
aggregate, have a Company Material Adverse Effect, or except as set forth in    
SECTION 5.17(C) of the Disclosure Schedule: (i) the Company and all Benefit     
Plans are in compliance with the applicable provisions of ERISA and the Code;   
(ii) with respect to any Benefit Plan subject to Section 412 of the Code, all   
contributions required to be made under Section 412 of the Code have been timely
made, and no such plan has incurred an accumulated funding deficiency, whether  
or not waived; (iii) each Benefit Plan intended to qualify under Section 401 of 
the Code, is so qualified; (iv) with respect to all Benefit Plans, there are no 
investigations or claims pending (other than routine claims for benefits);      
(v) there have been no prohibited transactions under the Code or ERISA with     
respect to any Benefit Plans; (vi) with respect to all Benefit Plans that are   
welfare plans (as defined in ERISA Section 3(1)), no such plan provides for     
retiree welfare benefits other than COBRA coverage, and all such plans have     
complied with the COBRA continuation coverage requirements of Code              
Section 4980B; and (vii) the Company has no liability with respect to any plans 
providing benefits on a voluntary basis with respect to employees employed      
outside the U.S.                                                                

  (d) Except as set forth in SECTION 5.17(D) of the Disclosure Schedule, the
consummation of the transactions contemplated by this Agreement will not:       
(i) entitle any individual to severance pay, (ii) increase or accelerate        
compensation due to any individual, or (iii) result in or satisfy a condition to
the payment of compensation that would, in combination with any other payment,  
result in an "excess parachute payment" within the meaning of Section 280G(b) of
the Code.                                                                       

 5.18  ENVIRONMENTAL MATTERS.  Except as would not, individually or in the
aggregate, have a Company Material Adverse Effect:                              

   (a) Each of the Company and its subsidiaries has obtained (or is capable of
obtaining without incurring any material incremental expense) all Environmental 
Permits required in connection with its business and operations and has no      
reason to believe any of them will be revoked prior to their expiration,        
modified or will not be renewed, and have made all registrations and given all  
notifications that are required under Environmental Laws.                       

(b) There is no Environmental Claim pending, or, to the knowledge of the
Company, threatened against the Company or any of its subsidiaries under        
Environmental Laws.                                                             

(c) The Company and its subsidiaries are in compliance with and have no 
liability under, Environmental Laws, including, without limitation, all of their
Environmental Permits.                                                          

    (d) Neither the Company nor any of its subsidiaries has assumed, by contract
or otherwise, any liabilities or obligations arising under Environmental Laws.  

(e) There are no past or present actions, activities, conditions,       
occurrences or events, including, without limitation, the Release or threatened 
Release of Hazardous Materials, which could reasonably be expected to prevent   
compliance by the Company or any of its subsidiaries with Environmental Laws, or
to result in any liability of the Company or any of its subsidiaries under      
Environmental Laws.                                                             

  (f) No lien has been recorded under Environmental Laws with respect to any
property, facility or asset currently owned by the Company or any of its        
subsidiaries.                                                                   

(g) Neither the Company nor any of its subsidiaries has received any    
notification that Hazardous Materials that any of them or any of their          
respective predecessors in interest has used, generated, stored, treated,       
handled, transported or disposed of has been found at any site at which any     
person is conducting or plans to conduct any investigation, remediation,        
removal, response or other action pursuant to Environmental Laws.               

  (h) There is no friable asbestos or asbestos containing material in, on or
at any property, facility or equipment owned, operated or leased by the Company 
or any of its subsidiaries.                                                     

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  (i) No property now or previously owned, operated or leased by the Company
or any of its subsidiaries, or any of their respective predecessors in interest,
is (i) listed or proposed for listing on the National Priorities List           
promulgated pursuant to the Comprehensive Environmental Response, Compensation, 
and Liability Act of 1980, as amended ("CERCLA") or (ii) listed on the          
Comprehensive Environmental Response, Compensation, and Liability Information   
System List promulgated pursuant to CERCLA, or on any comparable list relating  
to the Release of Hazardous Materials established under Environmental Laws.     

 (j) No underground or above ground storage tank or related piping, or any
surface impoundment, lagoon, landfill or other disposal site containing         
Hazardous Materials is located at, under or on any property owned, operated or  
leased by the Company or any of its subsidiaries or, to the knowledge of the    
Company, any of their respective predecessors in interest, nor has any of them  
been removed from or decommissioned or abandoned at any such property.          

   (k) The Company has delivered or otherwise made available for inspection to
Hain copies of any investigations, studies, reports, assessments, evaluations   
and audits in its possession, custody or control of Hazardous Materials at, in, 
beneath, emanating from or adjacent to any properties or facilities now or      
formerly owned, leased, operated or used by it or any of its subsidiaries or any
of their respective predecessors in interest, or of compliance by any of them   
with, or liability of any of them under, Environmental Laws.                    

For purposes of this Agreement:                                         

       (i) "ENVIRONMENT" means any surface water, ground water, drinking water
  supply, land surface or subsurface strata, ambient air, indoor air and any
    indoor location and all natural resources such as flora, fauna and wetlands;

      (ii) "ENVIRONMENTAL CLAIM" means any notice, claim, demand, complaint,
suit or other communication by any person alleging potential liability  
(including, without limitation, potential liability for investigation,  
remediation, removal, response or corrective action or damages to any   
  person, property or natural resources, and any fines or penalties) arising
out of or relating to (1) the Release or threatened Release of Hazardous
    Materials or (2) any violation, or alleged violation, of Environmental Laws;

    (iii) "ENVIRONMENTAL LAWS" means all federal, state, and local laws,
   statutes, codes, rules, ordinances, regulations, judgments, orders, decrees
  and the common law as now or previously in effect relating to pollution or
protection of human health or the Environment, or occupational health or
safety including, without limitation, those relating to the Release or  
threatened Release of Hazardous Materials;                              

       (iv) "HAZARDOUS MATERIALS" means pollutants, contaminants, hazardous or
 toxic substances, constituents, materials or wastes, and any other waste,
substance, material, chemical or constituent subject to regulation under
 Environmental Laws including, without limitation, petroleum and petroleum
products and wastes, and all constituents thereof;                      

      (v) "RELEASE" means any spilling, leaking, pumping, pouring, emitting,
  emptying, discharging, injecting, escaping, leaching, dumping or disposing
in or into the Environment; and                                         

  (vi) "ENVIRONMENTAL PERMIT" means a permit, identification number,
    license, approval, consent or other written authorization issued pursuant to
Environmental Laws.                                                     

5.19  DISCLOSURE.  All of the facts and circumstances not required to be
disclosed as exceptions under or to any of the foregoing representations and    
warranties made by the Company, in this Article V by reason of any minimum      
disclosure requirement in any such representation and warranty would not, in the
aggregate, have a Company Material Adverse Effect or materially impair the      
Company's ability to consummate the Merger or the other transactions            
contemplated hereby.                                                            

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5.20  ABSENCE OF UNDISCLOSED LIABILITIES.  Except as disclosed in the   
Company Current SEC Reports, neither the Company nor any of its subsidiaries has
any liabilities or obligations of any nature, whether absolute, accrued,        
unmatured, contingent or otherwise, or any unsatisfied judgments or any leases  
of personalty or realty or unusual or extraordinary commitments, except the     
liabilities recorded on the Company's balance sheet included in the Company's   
Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1999 and
any notes thereto, and except for liabilities or obligations incurred in the    
ordinary course of business and consistent with past practice since             
December 31, 1999 that would not individually or in the aggregate have a Company
Material Adverse Effect or materially impair the Company's ability to consummate
the Merger or the other transactions contemplated hereby.                       

5.21  FINDERS OR BROKERS.  Except as set forth in SECTION 5.21 of the   
Disclosure Schedule, none of the Company, the subsidiaries of the Company, the  
Board of Directors of the Company or any member of the Board of Directors of the
Company has employed any investment banker, broker, finder or intermediary in   
connection with the transactions contemplated hereby who might be entitled to a 
fee or any commission in connection with the Merger, and SECTION 5.21 of the    
Disclosure Schedule sets forth the maximum consideration (present and future)   
agreed to be paid to each such party.                                           

5.22  RIGHTS AGREEMENT.  The Company has taken all action which may be  
necessary under the Rights Agreement, so that the execution of this Agreement   
and any amendments thereto by the parties hereto and the consummation of the    
transactions contemplated hereby and thereby shall not cause (i) Hain and/or    
Hain Subsidiary or their respective affiliates or associates to become an       
Acquiring Person (as such term is defined in the Rights Agreement) unless this  
Agreement has been terminated in accordance with its terms or (ii) a            
Distribution Date, a Stock Acquisition Date (as such terms are defined in the   
Rights Agreement) or certain other events (as described in the Rights Agreement)
to occur, irrespective of the number of Company Shares acquired pursuant to the 
Merger or other transactions contemplated by this Agreement.                    

 5.23  OPINION OF FINANCIAL ADVISOR.  The Company has received the opinion
(the "COMPANY FAIRNESS OPINION") of Goldman, Sachs & Co., dated the date of this
Agreement, to the effect that, as of such date, the Merger Consideration is fair
from a financial point of view to the holders of Company Shares.                

    5.24  INSURANCE.  The Company carries insurance in such amounts and covering
such risks as is reasonable and customary for businesses of the type conducted  
by the Company.                                                                 

 5.25  TAX FREE REORGANIZATION.  Neither the Company nor, to the Company's
knowledge, any of its affiliates has taken, agreed to take, or will take any    
action that would prevent the Merger from constituting a reorganization within  
the meaning of Section 368(a) of the Code. Neither the Company nor, to the      
Company's knowledge, any of its affiliates is aware of any agreement, plan or   
other circumstance that would prevent the Merger from qualifying as a           
reorganization within the meaning of Section 368(a) of the Code.                

    5.26  FULL DISCLOSURE.  As of the date hereof and as of the Closing Date, as
the case may be, all statements contained in any schedule, exhibit, certificate 
or other instrument delivered by or on behalf of the Company pursuant to this   
Agreement are, or, in respect of any such instrument to be delivered on or prior
to the Closing Date, as of its date and as of the Closing Date will be, accurate
and complete in all material respects, authentic and incorporated herein by     
reference and constitute or will constitute the representations and warranties  
of the Company. No representation or warranty of the Company contained in this  
Agreement contains any untrue statement or omits to state a fact necessary in   
order to make the statements herein or therein, in light of the circumstances   
under which they were made, not misleading in any material respect.             

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF HAIN

Hain represents and warrants to the Company that:                       

    6.1  ORGANIZATION AND QUALIFICATION.  Each of Hain and its subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has all requisite corporate power  
and authority to own, lease and operate its properties and to carry on its      
business as now being conducted. Each of Hain and its subsidiaries is duly      
qualified as a foreign corporation to do business, and is in good standing, in  
each jurisdiction where the character of its properties owned or leased or the  
nature of its activities makes such qualification necessary, except for failures
to be so qualified or in good standing which would not, individually or in the  
aggregate, have a material adverse effect on the general affairs, management,   
business, operations, condition (financial or otherwise) or prospects of Hain   
and its subsidiaries taken as a whole (a "HAIN MATERIAL ADVERSE EFFECT").       
Neither Hain nor any of Hain's subsidiaries is in violation of any of the       
provisions of its certificate or articles of incorporation or organization or   
by-laws. Hain has delivered to the Company accurate and complete copies of the  
certificate or articles of incorporation or organization (or other applicable   
charter document) and by-laws, as currently in effect, of each of Hain and its  
subsidiaries.                                                                   

6.2  CAPITAL STOCK OF SUBSIDIARIES.  The only direct or indirect        
subsidiaries of Hain are those listed in SECTION 6.2 of the Disclosure Schedule.
Hain is directly or indirectly the record and beneficial owner of all of the    
outstanding shares of capital stock of each of its subsidiaries and, except as  
set forth on Section 6.2 of the Disclosure Schedule, all of such shares owned by
Hain are validly issued, fully paid and nonassessable and are owned by it free  
and clear of any claim, lien or encumbrance of any kind with respect thereto.   

6.3  CAPITALIZATION.  The authorized capital stock of Hain consists of  
40,000,000 shares of Hain Common Stock and 5,000,000 shares of preferred stock, 
par value $.01 per share. As of March 1, 2000, 18,272,703 shares of Common Stock
are issued and outstanding, 100,000 shares are issued and held as treasury      
shares and no shares of preferred stock were issued and outstanding. Except as  
set forth in SECTION 6.3 of the Disclosure Schedule, all of such issued and     
outstanding shares are, and any shares of Hain Common Stock to be issued in     
connection with this Agreement, the Merger and the transactions contemplated    
hereby will be, validly issued, fully paid and nonassessable and free of        
preemptive rights. Except as set forth in SECTION 6.3 of the Disclosure         
Schedule, other than the transactions contemplated by this Agreement, neither   
Hain nor any of its subsidiaries is a party to any agreement or understanding,  
oral or written, which (a) grants a right of first refusal or other such similar
right upon the sale of Hain Common Stock, or (b) restricts or affects the voting
rights of Hain Common Stock. There is no liability for dividends declared or    
accumulated but unpaid with respect to any Hain Common Stock.                   

6.4  AUTHORITY RELATIVE TO THIS AGREEMENT.  Hain has corporate power and
authority to execute and deliver this Agreement and to consummate the Merger and
other transactions contemplated hereby. The execution and delivery of this      
Agreement and the consummation of the Merger and other transactions contemplated
hereby have been duly and validly authorized by the Board of Directors of Hain  
and no other corporate proceedings on the part of Hain are necessary to         
authorize this Agreement or to consummate the Merger or other transactions      
contemplated hereby (other than as contemplated by this Agreement, including    
with respect to the issuance of shares of Hain Common Stock in the Merger and   
the change of Hain's corporate name, the approval of the Hain's stockholders    
pursuant to the DGCL). This Agreement has been duly and validly executed and    
delivered by Hain and, assuming the due authorization, execution and delivery   
hereof by the Company, constitutes a valid                                      

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and binding agreement of Hain, enforceable against Hain in accordance with its  
terms, except to the extent that its enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the  
enforcement of creditors' rights generally or by general equitable or fiduciary 
principles.                                                                     

6.5  NO VIOLATIONS, ETC.                                                

(a) Assuming that all filings, permits, authorizations, consents and    
approvals or waivers thereof have been duly made or obtained as contemplated by 
Section 6.5(b) hereof, except as set forth in SECTION 6.5 of the Disclosure     
Schedule, neither the execution and delivery of this Agreement by Hain nor the  
consummation of the Merger or other transactions contemplated hereby nor        
compliance by Hain with any of the provisions hereof will (i) violate, conflict 
with, or result in a breach of any provision of, or constitute a default (or an 
event which, with notice or lapse of time or both, would constitute a default)  
under, or result in the termination or suspension of, or accelerate the         
performance required by, or result in a right of termination or acceleration    
under, or result in the creation of any lien, security interest, charge or      
encumbrance upon any of the properties or assets of Hain or any of its          
subsidiaries under, any of the terms, conditions or provisions of (x) their     
respective certificate or articles of incorporation or organization or by-laws, 
(y) any note, bond, mortgage, indenture or deed of trust, or (z) any license,   
lease, agreement or other instrument or obligation, to which Hain or any such   
subsidiary is a party or to which they or any of their respective properties or 
assets may be subject, or (ii) violate any judgment, ruling, order, writ,       
injunction, decree, statute, rule or regulation applicable to Hain or any of its
subsidiaries or any of their respective properties or assets, except, in the    
case of clauses (i)(z) and (ii) above, for such violations, conflicts, breaches,
defaults, terminations, suspensions, accelerations, rights of termination or    
acceleration or creations of liens, security interests, charges or encumbrances 
which would not, individually or in the aggregate, either have a Hain Material  
Adverse Effect or materially impair the consummation of the Merger or other     
transactions contemplated hereby.                                               

(b) No filing or registration with, notification to and no permit,      
authorization, consent or approval of any governmental entity (including,       
without limitation, any federal, state or local regulatory authority or agency) 
is required by Hain, Hain Subsidiary or any of Hain's other subsidiaries in     
connection with the execution and delivery of this Agreement or the consummation
by Hain of the Merger or other transactions contemplated hereby, except (i) in  
connection with the applicable requirements of the HSR Act, (ii) the filing of  
the Certificate of Merger, (iii) the approval of Hain's stockholders pursuant to
the DGCL, (iv) filings with The Nasdaq Stock Market, Inc., (v) filings with the 
SEC and state securities administrators, and (vi) such other filings,           
registrations, notifications, permits, authorizations, consents or approvals the
failure of which to be obtained, made or given would not, individually or in the
aggregate, either have a Hain Material Adverse Effect or materially impair      
Hain's ability to consummate the Merger or other transactions contemplated      
hereby.                                                                         

    (c) As of the date hereof, Hain and its subsidiaries are not in violation of
or default under (x) their respective certificates or articles of incorporation 
or organization or by-laws, (y) any note, bond, mortgage, indenture or deed of  
trust, or (z) any license, lease, agreement or other instrument or obligation to
which Hain or any such subsidiary is a party or to which they or any of their   
respective properties or assets may be subject, except, in the case of clauses  
(y) and (z) above, for such violations or defaults which would not, individually
or in the aggregate, either have a Hain Material Adverse Effect or materially   
impair Hain's ability to consummate the Merger or other transactions            
contemplated hereby.                                                            

   6.6  COMMISSION FILINGS; FINANCIAL STATEMENTS.  Hain has filed all required
forms, reports and documents with the SEC since June 30, 1996, including, in the
form filed with the SEC together with any amendments thereto, (i) its Annual    
Report on Form 10-K for the fiscal year ended June 30, 1999 (the "HAIN 10-K"),  
(ii) all proxy statements relating to Hain's meetings of stockholders (whether  
annual                                                                          

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or special) held since June 30, 1999 (the "HAIN CURRENT PROXIES"), (iii) its    
Current Report on Form 8-K dated September 27, 1999 (the "HAIN CURRENT 8-K"),   
(iv) its Quarterly Reports on Form 10-Q for the fiscal quarters ended           
September 30, 1999 and December 31, 1999 (the "HAIN CURRENT 10-QS") and,        
together with the Hain 10-K, the Hain Current Proxies and the Hain Current 8-K, 
the "HAIN CURRENT SEC REPORTS") and (iv) all other reports or registration      
statements filed by Hain with the SEC since June 30, 1996 (collectively, the    
"HAIN SEC REPORTS"), all of which complied when filed in all material respects  
with all applicable requirements of the Securities Act and the Exchange Act. The
audited consolidated financial statements and unaudited consolidated interim    
financial statements of Hain and its subsidiaries included or incorporated by   
reference in such Hain SEC Reports were prepared in accordance with generally   
accepted accounting principles applied on a consistent basis during the periods 
involved (except as may be indicated in the notes thereto) and present fairly,  
in all material respects, the financial position and results of operations and  
cash flows of Hain and its subsidiaries on a consolidated basis at the          
respective dates and for the respective periods indicated (and in the case of   
all such financial statements that are interim financial statements, contain all
adjustments so to present fairly). Except to the extent that information        
contained in any Hain SEC Report was revised or superseded by a later filed Hain
SEC Report, none of the Hain SEC Reports contained any untrue statement of a    
material fact or omitted to state any material fact required to be stated       
therein or necessary in order to make the statements therein, in light of the   
circumstances under which they were made, not misleading. Hain has provided to  
the Company or has otherwise disclosed to the Company all other correspondence  
sent to or received from the SEC by Hain and its subsidiaries since June 30,    
1996 (other than routine cover letters).                                        

   6.7  ABSENCE OF CHANGES OR EVENTS.  Except as set forth in the Hain Current
SEC Reports, since the date of the Hain 10-K:                                   

   (a) there has been no material adverse change, or any development involving
a prospective material adverse change, in the general affairs, management,      
business, operations, condition (financial or otherwise) or prospects of Hain   
and its subsidiaries taken as a whole;                                          

   (b) there has not been any direct or indirect redemption, purchase or other
acquisition of any shares of capital stock of Hain or any of its subsidiaries,  
or any declaration, setting aside or payment of any dividend or other           
distribution by Hain or any of its subsidiaries in respect of their capital     
stock;                                                                          

  (c) except in the ordinary course of its business and consistent with past
practice neither Hain nor any of its subsidiaries has incurred any indebtedness 
for borrowed money, or assumed, guaranteed, endorsed or otherwise as an         
accommodation become responsible for the obligations of any other individual,   
firm or corporation, or made any loans or advances to any other individual, firm
or corporation;                                                                 

(d) there has not been any change in accounting methods, principles or  
practices of Hain or its subsidiaries;                                          

   (e) except in the ordinary course of business and for amounts which are not
material, there has not been any revaluation by Hain or any of its subsidiaries 
of any of their respective assets, including, without limitation, writing down  
the value of inventory or writing off notes or accounts receivables;            

  (f) there has not been any damage, destruction or loss, whether covered by
insurance or not, except for such as would not, individually or in the          
aggregate, have a Hain Material Adverse Effect; and                             

  (g) there has not been any agreement by Hain or any of its subsidiaries to
(i) do any of the things described in the preceding clauses (a) through         
(f) other than as expressly contemplated or provided for in this Agreement or   
(ii) take, whether in writing or otherwise, any action which, if taken prior to 
the date of this Agreement, would have made any representation or warranty in   
this Article VI untrue or incorrect.                                            

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6.8  JOINT PROXY STATEMENT.  None of the information supplied or to be  
supplied by or on behalf of Hain and Hain Subsidiary for inclusion or           
incorporation by reference in the Registration Statement will, at the time the  
Registration Statement becomes effective under the Securities Act, contain any  
untrue statement of a material fact or omit to state any material fact required 
to be stated therein or necessary to make the statements therein, in light of   
the circumstances under which they were made, not misleading. None of the       
information supplied or to be supplied by or on behalf of Hain and Hain         
Subsidiary for inclusion or incorporation by reference in the Joint Proxy       
Statement will, at the dates mailed to stockholders and at the time of the      
Company Stockholder Meeting and the Hain Stockholder Meeting, contain any untrue
statement of a material fact or omit to state any material fact required to be  
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. Hain will promptly 
inform the Company of the happening of any event prior to the Effective Time    
which would render such information regarding Hain incorrect in any material    
respect or require the amendment of the Joint Proxy Statement. The Registration 
Statement and the Joint Proxy Statement (except for information relating solely 
to the Company) will comply as to form in all material respects with the        
provisions of the Securities Act and the Exchange Act.                          

6.9  LITIGATION.  Except as set forth in SECTION 6.9 of the Disclosure  
Schedule or the Hain Current SEC Reports, there is no (i) claim, action, suit or
proceeding pending or, to the best knowledge of Hain or any of its subsidiaries,
threatened against or relating to the Company or any of its subsidiaries before 
any court or governmental or regulatory authority or body or arbitration        
tribunal, or (ii) outstanding judgment, order, writ, injunction or decree, or   
application, request or motion therefor, of any court, governmental agency or   
arbitration tribunal in a proceeding to which the Company, any subsidiary of the
Company or any of their respective assets was or is a party except, in the case 
of clauses (i) and (ii) above, such as would not, individually or in the        
aggregate, either have a Hain Material Adverse Effect or materially impair      
Hain's ability to consummate the Merger or the other transactions contemplated  
hereby.                                                                         

6.10  PROPERTY AND LEASES.  Except as set forth in the Hain Current SEC 
Reports, Hain and its subsidiaries have good and marketable title to all real   
properties and all other properties and assets owned by them, in each case free 
from liens, encumbrances and defects that would materially affect the value     
thereof or materially interfere with the use made or to be made thereof by them;
and except as set forth in the Hain Current SEC Reports, Hain and its           
subsidiaries hold any leased real or personal property under valid and          
enforceable leases with no exceptions that would materially interfere with the  
use made or to be made thereof by them.                                         

   6.11  LABOR MATTERS.  Each of Hain and its subsidiaries is in compliance in
all material respects with all applicable laws respecting employment and        
employment practices, terms and conditions of employment and wages and hours,   
and neither Hain nor any of its subsidiaries is engaged in any unfair labor     
practice which would have a Hain Material Adverse Effect. There is no labor     
strike, material slowdown or material stoppage pending (or, to the knowledge of 
Hain, any labor strike or stoppage threatened) against or affecting Hain or any 
of its subsidiaries. No petition for certification has been filed and is pending
before the National Labor Relations Board with respect to any employees of Hain 
or any of its subsidiaries who are not currently organized. Except as set forth 
in Section 6.11 of the Disclosure Schedule or the Hain Current SEC Reports, no  
employee of Hain or its subsidiaries is represented by a labor union or similar 
organization and, to Hain's knowledge, there exist no ongoing discussions       
between the employees of Hain or its subsidiaries and any labor union or similar
organization relating to the representation of such employees by such labor     
union or similar organization.                                                  

6.12  COMPLIANCE WITH LAW.  Except as set forth in SCHEDULE 6.12 of the 
Disclosure Schedule, neither Hain nor any of its subsidiaries has violated or   
failed to comply with any statute, law, ordinance, regulation, rule or order of 
any foreign, federal, state or local government or any other                    

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governmental department or agency (including, without limitation, any required  
by the Food and Drug Administration or the Nutrition Labeling and Education Act 
of 1990), or any judgment, decree or order of any court, applicable to its      
business or operations, except where any such violation or failure to comply    
would not, individually or in the aggregate, have a Hain Material Adverse Effect
or materially impair Hain's ability to consummate the Merger or the other       
transactions contemplated hereby; the conduct of the business of each of Hain   
and its subsidiaries is in conformity with all foreign, federal, state and local
requirements, and all other foreign, federal, state and local governmental and  
regulatory requirements, except where such nonconformities would not,           
individually or in the aggregate, have a Hain Material Adverse Effect or        
materially impair Hain's ability to consummate the Merger or the other          
transactions contemplated hereby. Hain and its subsidiaries have all permits,   
licenses and franchises from governmental agencies required to conduct their    
businesses as now being conducted, except for such permits, licenses and        
franchises the absence of which would not, individually or in the aggregate,    
have a Hain Material Adverse Effect or materially impair Hain's ability to      
consummate the Merger or the other transactions contemplated hereby.            

6.13  BOARD RECOMMENDATION.  The Board of Directors of Hain has, by     
unanimous vote at a meeting of such board duly held on March 2, 2000, approved  
and adopted this Agreement, the Merger and the other transactions contemplated  
hereby (including, without limitation, the issuance of Hain Common Stock as a   
result of the Merger and the change of Hain's corporate name to The Hain        
Celestial Group, Inc.), determined that the Merger is fair to the holders of    
shares of Hain Common Stock, recommended that the stockholders of Hain approve  
the issuance of shares of Hain Common Stock in the Merger, the change of Hain's 
corporate name and rescinded any stock repurchase program previously approved by
the Hain Board.                                                                 

 6.14  INTELLECTUAL PROPERTY.  Except as would not, individually or in the
aggregate, have a Hain Material Adverse Effect, (i) each of Hain and its        
subsidiaries has or owns, directly or indirectly, all right, title and interest 
to such Intellectual Property or has the perpetual right to use such            
Intellectual Property without consideration; none of the rights of Hain and its 
subsidiaries in or use of such Intellectual Property has been or is currently   
being or, to the knowledge of Hain, is threatened to be infringed or challenged;
(ii) all of the patents, trademark registrations, service mark registrations,   
trade name registrations and copyright registrations included in such           
Intellectual Property have been duly issued and have not been canceled,         
abandoned or otherwise terminated; (iii) all of the patent applications,        
trademark applications, service mark applications, trade name applications and  
copyright applications included in such Intellectual Property have been duly    
filed; and (iv) to the knowledge of Hain, Hain and its subsidiaries own or have 
adequate licenses or other rights to use all Intellectual Property, know-how and
technical information required for their operation.                             

   6.15  TAXES.  Except as would not, individually or in the aggregate, have a
Hain Material Adverse Effect, (i) Hain and each of its subsidiaries have        
prepared and timely filed or will timely file with the appropriate governmental 
agencies all Tax Returns (as hereinafter defined) required to be filed for any  
period (or portion thereof ending on or before the Effective Time), taking into 
account any extension of time to file granted to or obtained on behalf of Hain  
and/or its subsidiaries, and each such Tax Return is complete and accurate in   
all material respects; (ii) Hain and each of its subsidiaries have timely paid  
or will timely pay all Taxes (as hereinafter defined) due and payable by them   
through the Effective Time and have made or will make adequate accruals for any 
Taxes attributable to any taxable period or portion thereof of Hain and/or its  
subsidiaries ending on or prior to the Effective Time that are not yet due and  
payable; (iii) all asserted deficiencies or assessments resulting from          
examinations of any Tax Returns filed by Hain or any of its subsidiaries have   
been paid or finally settled and no issue previously raised by any taxing       
authority reasonably could be expected to result in a proposed deficiency or    
assessment for any prior, parallel or subsequent period (including periods      
subsequent to the Effective Date); (iv) no deficiency in respect of Taxes has   
been asserted or assessed against Hain or any of its subsidiaries, and no       
examination of Hain or any of its subsidiaries is pending or, to the best       

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knowledge of Hain, threatened by any taxing authority; (v) no extension of the  
period for assessment or collection of any Tax of Hain or its subsidiaries is   
currently in effect and no extension of time within which to file any Tax Return
has been requested, which Tax Return has not since been filed; (vi) no liens    
have been filed with respect to any Taxes of Hain or any of its subsidiaries    
other than in respect of property taxes that have accrued but are not yet due   
and payable; (vii) neither Hain nor any of its subsidiaries has made, or is or  
will be required to make, any adjustment by reason of a change in their         
accounting methods for any period (or portion thereof) ending on or before the  
Effective Time; (viii) Hain and its subsidiaries have made timely payments of   
all Taxes required to be deducted and withheld from the wages paid to their     
employees and from all other amounts paid to third parties; and (ix) Hain has   
previously made available to the Company true and complete copies of (a) all    
federal, state, local and foreign income or franchise Tax Returns filed by Hain 
and/or any of its subsidiaries for the last three taxable years ending prior to 
the date hereof (except for those Tax Returns that have not yet been filed) and 
(b) any audit reports issued within the last three years by the IRS or any other
taxing authority.                                                               

6.16  DISCLOSURE.  All of the facts and circumstances not required to be
disclosed as exceptions under or to any of the foregoing representations and    
warranties made by Hain by reason of any minimum disclosure requirement in any  
such representation and warranty would not, in the aggregate, have a Hain       
Material Adverse Effect or materially impair Hain's ability to consummate the   
Merger or the transactions contemplated hereby.                                 

  6.17  ABSENCE OF UNDISCLOSED LIABILITIES.  Except as disclosed in the Hain
Current SEC Reports, neither Hain nor any of its subsidiaries has any           
liabilities or obligations of any nature, whether absolute, accrued, unmatured, 
contingent or otherwise, or any unsatisfied judgments or any leases of          
personalty or realty or unusual or extraordinary commitments, except the        
liabilities recorded on Hain's balance sheet included in Hain's Quarterly Report
on Form 10-Q for the fiscal quarter ended December 31, 1999 and any notes       
thereto, and except for liabilities or obligations incurred in the ordinary     
course of business and consistent with past practice since December 31, 1999    
that would not individually or in the aggregate have a Hain Material Adverse    
Effect or materially impair Hain's ability to consummate the Merger or the      
transactions contemplated hereby.                                               

6.18  FINDERS OR BROKERS.  Except as set forth in SECTION 6.18 of the   
Disclosure Schedule, none of Hain, the subsidiaries of Hain, the Board of       
Directors of Hain or any member of the Board of Directors of Hain has employed  
any investment banker, broker, finder or intermediary in connection with the    
transactions contemplated hereby who might be entitled to a fee or any          
commission in connection with of the Merger, and SECTION 6.18 of the Disclosure 
Schedule sets forth the maximum consideration (present and future) agreed to be 
paid to each such party.                                                        

6.19  OPINION OF FINANCIAL ADVISOR.  Hain has received the opinion (the 
"HAIN FAIRNESS OPINION") of Bear, Stearns & Co. Inc., dated the date of this    
Agreement, to the effect that as of such date, the Exchange Ratio is fair from a
financial point of view to Hain.                                                

 6.20  ENVIRONMENTAL MATTERS.  Except as would not, individually or in the
aggregate, have a Hain Material Adverse Effect:                                 

(a) Each of Hain and its subsidiaries has obtained (or is capable of    
obtaining without incurring any material incremental expense) all Environmental 
Permits required in connection with its business and operations and has no      
reason to believe any of them will be revoked prior to their expiration,        
modified or will not be renewed, and have made all registrations and given all  
notifications that are required under Environmental Laws.                       

  (b) There is no Environmental Claim pending, or, to the knowledge of Hain,
threatened against Hain or any of its subsidiaries under Environmental Laws.    

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  (c) Hain and its subsidiaries are in compliance with and have no liability
under, Environmental Laws, including, without limitation, all of their          
Environmental Permits.                                                          

(d) Neither Hain nor any of its subsidiaries has assumed, by contract or
otherwise, any liabilities or obligations arising under Environmental Laws.     

(e) There are no past or present actions, activities, conditions,       
occurrences or events, including, without limitation, the Release or threatened 
Release of Hazardous Materials, which could reasonably be expected to prevent   
compliance by Hain or any of its subsidiaries with Environmental Laws, or to    
result in any liability of Hain or any of its subsidiaries under Environmental  
Laws.                                                                           

  (f) No lien has been recorded under Environmental Laws with respect to any
property, facility or asset currently owned by Hain or any of its subsidiaries. 

  (g) Neither Hain nor any of its subsidiaries has received any notification
that Hazardous Materials that any of them or any of their respective            
predecessors in interest has used, generated, stored, treated, handled,         
transported or disposed of has been found at any site at which any person is    
conducting or plans to conduct any investigation, remediation, removal, response
or other action pursuant to Environmental Laws.                                 

  (h) No property now or previously owned, operated or leased by Hain or any
of its subsidiaries, or any of their respective predecessors in interest, is    
(i) listed or proposed for listing on the National Priorities List promulgated  
pursuant to CERCLA or (ii) listed on the Comprehensive Environmental Response,  
Compensation, and Liability Information System List promulgated pursuant to     
CERCLA, or on any comparable list relating to the Release of Hazardous Materials
established under Environmental Laws.                                           

(i) Hain has delivered or otherwise made available for inspection to the
Company copies of any investigations, studies, reports, assessments, evaluations
and audits in its possession, custody or control of Hazardous Materials at, in, 
beneath, emanating from or adjacent to any properties or facilities now or      
formerly owned, leased, operated or used by it or any of its subsidiaries or any
of their respective predecessors in interest, or of compliance by any of them   
with, or liability of any of them under, Environmental Laws.                    

6.21  EMPLOYEE BENEFIT PLANS; ERISA.  Neither Hain nor any subsidiary of
Hain nor any member of Hain's controlled group under Section 414 of the Code    
("HAIN ERISA AFFILIATE") has incurred, or is reasonably likely to incur any     
material liability under Title IV of ERISA. Neither Hain nor any subsidiary of  
Hain nor any Hain ERISA Affiliate has incurred any material accumulated funding 
deficiency, whether or not waived, within the meaning of Section 302 of ERISA or
Section 412 of the Code.                                                        

  6.22  INSURANCE.  Hain carries insurance in such amounts and covering such
risks as is reasonable and customary for businesses of the type conducted by    
Hain.                                                                           

6.23  TAX FREE REORGANIZATION.  None of Hain, Hain Subsidiary or any    
affiliate of Hain has taken, agreed to take, or will take any action that would 
prevent the Merger from constituting a reorganization within the meaning of     
Section 368(a) of the Code. None of Hain, Hain Subsidiary or any affiliate of   
Hain is aware of any agreement, plan or other circumstance that would prevent   
the Merger from qualifying as a reorganization within the meaning of            
Section 368(a) of the Code.                                                     

    6.24  FULL DISCLOSURE.  As of the date hereof and as of the Closing Date, as
the case may be, all statements contained in any schedule, exhibit, certificate 
or other instrument delivered by or on behalf of Hain pursuant to this Agreement
are, or, in respect of any such instrument to be delivered on or prior to the   
Closing Date, as of its date and as of the Closing Date will be, accurate and   
complete in all material respects, authentic and incorporated herein by         
reference and constitute or will constitute the representations and warranties  
of Hain. No representation or warranty of Hain contained in this Agreement      
contains any untrue statement or omits to state a fact necessary in order to    
make the statements herein or therein, in light of the circumstances under which
they were made, not misleading in any material respect.                         

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ARTICLE VII 

CONDUCT OF BUSINESS OF
THE COMPANY AND HAIN PENDING THE MERGER 

7.1  CONDUCT OF BUSINESS OF THE COMPANY PENDING THE MERGER.  Except as  
contemplated by this Agreement or as expressly agreed to in writing by Hain,    
during the period from the date of this Agreement to the Effective Time, each of
the Company and its subsidiaries will conduct their respective operations       
according to its ordinary course of business consistent with past practice, and 
will use all commercially reasonable efforts to keep intact its business        
organization, to keep available the services of its officers and employees and  
to maintain satisfactory relationships with suppliers, distributors, customers  
and others having business relationships with it and will take no action which  
would materially impair the ability of the parties to consummate the Merger or  
the other transactions contemplated by this Agreement. Without limiting the     
generality of the foregoing, and except as otherwise expressly provided in this 
Agreement, prior to the Effective Time, the Company will not nor will it permit 
any of its subsidiaries to, without the prior written consent of Hain, which    
consent shall not be unreasonably withheld or delayed:                          

 (a) amend its certificate or articles of incorporation or organization or
by-laws;                                                                        

   (b) authorize for issuance, issue, sell, deliver, grant any options for, or
otherwise agree or commit to issue, sell or deliver any shares of any class of  
its capital stock or any securities convertible into shares of any class of its 
capital stock (except for the exercise of currently outstanding stock options   
and except pursuant to the 1994 Non-Employee Director Compensation Plan pursuant
to elections currently in effect);                                              

  (c) split, combine or reclassify any shares of its capital stock, declare,
set aside or pay any dividend or other distribution (whether in cash, stock or  
property or any combination thereof) in respect of its capital stock or         
purchase, redeem or otherwise acquire any shares of its own capital stock or of 
any of its subsidiaries, except as otherwise expressly provided in this         
Agreement;                                                                      

(d) (i) create, incur, assume, maintain or permit to exist any debt for 
borrowed money other than under existing lines of credit in the ordinary course 
of business consistent with past practice; (ii) assume, guarantee, endorse or   
otherwise become liable or responsible (whether directly, contingently or       
otherwise) for the obligations of any other person except for its wholly owned  
subsidiaries in the ordinary course of business and consistent with past        
practices and subclause (i) above; (iii) make any loans, advances or capital    
contributions to, or investments in, any other person, except loans, advances,  
capital contributions or investments not to exceed $50,000 in the aggregate; or 
(iv) pledge or otherwise encumber shares of capital stock of the Company or its 
subsidiaries;                                                                   

  (e) (i) increase in any manner the compensation of (x) any employee except
in the ordinary course of business consistent with past practice or (y) except  
under the terms of any agreement in existence on the date hereof, any of its    
directors or officers; (ii) pay or agree to pay any pension, retirement         
allowance or other employee benefit not required, or enter into or agree to     
enter into any agreement or arrangement with such director or officer or        
employee, whether past or present, relating to any such pension, retirement     
allowance or other employee benefit, except as required under currently existing
agreements, plans or arrangements or to extend employee benefits upon           
termination in the ordinary course of business consistent with past practice;   
(iii) grant any severance or termination pay to, or enter into any employment or
severance agreement with, (x) any employee except in the ordinary course of     
business consistent with past practice or (y) except under the terms of any     
agreement or policy in existence on the date hereof, any of its directors or    
officers; or (iv) except as may be required to comply with applicable law,      
become obligated (other than pursuant to any new or renewed collective          

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bargaining agreement) under any new pension plan, welfare plan, multiemployer   
plan, employee benefit plan, benefit arrangement, or similar plan or            
arrangement, which was not in existence on the date hereof, including any bonus,
incentive, deferred compensation, stock purchase, stock option, stock           
appreciation right, group insurance, severance pay, retirement or other benefit 
plan, agreement or arrangement, or employment or consulting agreement with or   
for the benefit of any person, or amend any of such plans or any of such        
agreements in existence on the date hereof; PROVIDED, HOWEVER, that the Company 
may enter into agreements with its employees in order to provide incentives to  
such employees to continue to remain as employees of the Company at least       
through the Effective Time, so long as the aggregate cost to the Company of such
agreements shall not exceed $500,000 in the aggregate and PROVIDED, FURTHER,    
that the Company consults with Hain prior to entering into any such agreements; 

    (f) except as otherwise expressly contemplated by this Agreement, enter into
any other agreements, commitments or contracts in excess of $50,000 in the      
aggregate, except agreements, commitments or contracts in the ordinary course of
business consistent with past practice;                                         

(g) authorize, recommend, propose or announce an intention to authorize,
recommend or propose, or enter into any agreement in principle or an agreement  
with respect to, any plan of liquidation or dissolution, any acquisition of a   
material amount of assets (other than in the ordinary course of business) or    
securities, any sale, transfer, lease, license, pledge, mortgage, or other      
disposition or encumbrance of a material amount of assets (other than in the    
ordinary course of business) or securities or any material change in its        
capitalization, or any entry into a material contract or any amendment or       
modification of any material contract or any release or relinquishment of any   
material contract rights;                                                       

(h) authorize any new capital expenditure or expenditures in excess of  
$50,000 in the aggregate, other than expenditures that were included in the     
Company's capital expenditure budget for the current fiscal year, which is      
attached in Section 7.1 of the Disclosure Schedule;                             

(i) make any change in the accounting methods or accounting practices   
followed by the Company;                                                        

  (j) settle or compromise any material federal, state, local or foreign Tax
liability, make any new material Tax election, revoke or modify any existing Tax
election, or request or consent to a change in any method of Tax accounting;    

 (k) take, cause or permit to be taken any action, whether before or after
the Effective Date, that could reasonably be expected to prevent the Merger from
constituting a "reorganization" within the meaning of Section 368(a) of the     
Code;                                                                           

(l) waive, amend or otherwise alter the Rights Agreement or redeem the  
Rights, except as contemplated by this Agreement;                               

    (m) knowingly do any act or omit to do any act that would result in a breach
of any representation by the Company set forth in this Agreement; or            

(n) agree to do any of the foregoing.                                   

    7.2  CONDUCT OF BUSINESS OF HAIN PENDING THE MERGER.  Except as contemplated
by this Agreement or as expressly agreed to in writing by the Company, during   
the period from the date of this Agreement to the Effective Time, each of Hain  
and its subsidiaries will use all commercially reasonable efforts to keep       
substantially intact its business, properties and business relationships and    
will take no action which would materially adversely affect the ability of the  
parties to consummate the transactions contemplated by this Agreement. Without  
limiting the generality of the foregoing, and except as otherwise expressly     
provided in this Agreement, prior to the Effective Time, Hain will not nor will 
it                                                                              

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permit any of its subsidiaries to, without the prior written consent of the     
Company, which consent shall not be unreasonably withheld or delayed:           

    (a) amend its certificate of incorporation or by-laws except as set forth in
this Agreement;                                                                 

  (b) split, combine or reclassify any shares of its capital stock, declare,
set aside or pay any dividend or other distribution (whether in cash, stock or  
property or any combination thereof) in respect of its capital stock or         
purchase, redeem or otherwise acquire any shares of its own capital stock or of 
any of its subsidiaries, except as otherwise expressly provided in this         
Agreement;                                                                      

(c) authorize, recommend, propose or announce an intention to authorize,
recommend or propose, or enter into any agreement in principle or an agreement  
with respect to, any plan of liquidation or dissolution or any sale or          
disposition of a material amount of its assets (other than in the ordinary      
course of business; or                                                          

 (d) take, cause or permit to be taken any action, whether before or after
the Effective Date, that could reasonably be expected to prevent the Merger from
constituting a "reorganization" within the meaning of Section 368(a) of the     
Code:                                                                           

    (e) knowingly do any act or omit to do any act that would result in a breach
of any representation by Hain set forth in this Agreement; or                   

(f) agree to do any of the foregoing.                                   

ARTICLE VIII

COVENANTS AND AGREEMENTS

8.1  PREPARATION OF THE REGISTRATION STATEMENT; STOCKHOLDER MEETING.    

    (a) As soon as practicable following the date of this Agreement, the Company
and Hain shall prepare and file with the SEC the Registration Statement, in     
which the Joint Proxy Statement shall be included. Each of the Company and Hain 
shall use commercially reasonable efforts to have the Registration Statement    
declared effective under the Securities Act as promptly as practicable after    
such filing. The Joint Proxy Statement shall include the recommendation of the  
Board of Directors of the Company in favor of approval and adoption of this     
Agreement and the Merger, except to the extent the Board of Directors of the    
Company shall have withdrawn or modified its approval or recommendation of this 
Agreement or the Merger as permitted by Section 8.6, and the recommendation of  
the Board of Directors of Hain in favor of approval of the issuance of Hain     
Common Stock in the Merger. In addition, the Joint Proxy Statement will include 
an amendment to Hain's Certificate of Incorporation changing the name of Hain to
The Hain Celestial Group, Inc. The Company shall use commercially reasonable    
efforts to cause the Joint Proxy Statement to be mailed to its stockholders, and
Hain shall use commercially reasonable efforts to cause the Joint Proxy         
Statement to be mailed to its stockholders, in each case as promptly as         
practicable after the Registration Statement becomes effective.                 

 (b) The Company and Hain shall make all necessary filings with respect to
the Merger and the transactions contemplated thereby under the Securities Act   
and the Exchange Act and applicable state blue sky laws and the rules and       
regulations thereunder. Hain shall also take any action required to be taken    
under any applicable state securities laws in connection with the issuance of   
Hain Common Stock in the Merger. No filing of, or amendment or supplement to,   
the Registration Statement will be made by Hain without providing the Company   
and its counsel the opportunity to review and comment thereon. Hain will advise 
the Company, promptly after it receives notice thereof, of the time when the    
Registration Statement has become effective or any supplement or amendment has  
been filed, the issuance of any stop order, the suspension of the qualification 
of the Hain Common Stock issuable in                                            

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connection with the Merger for offering or sale in any jurisdiction, or any     
request by the SEC for amendment of the Registration Statement or comments      
thereon and responses thereto or requests by the SEC for additional information.
If at any time prior to the Effective Time any information relating to the      
Company or Hain, or any of their respective affiliates, officers or directors,  
should be discovered by the Company or Hain which should be set forth in an     
amendment or supplement to any of the Registration Statement, so that any of    
such documents would not include any misstatement of a material fact or omit to 
state any material fact necessary to make the statements therein, in light of   
the circumstances under which they were made, not misleading, the party which   
discovers such information shall promptly notify the other parties hereto and an
appropriate amendment or supplement describing such information shall be        
promptly filed with the SEC and, to the extent required by law, disseminated to 
the stockholders of the Company and Hain.                                       

    (c) The Company shall, as soon as practicable following the effectiveness of
the Registration Statement, duly call, give notice of, convene and hold a       
meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") for the purpose 
of obtaining the approval and adoption (the "COMPANY STOCKHOLDER APPROVAL") of  
the stockholders of the Company of this Agreement and the Merger and shall,     
through its Board of Directors, recommend to its stockholders the approval and  
adoption of this Agreement and the Merger, and shall use all commercially       
reasonable efforts to solicit from its stockholders proxies in favor of approval
and adoption of this Agreement and the Merger; PROVIDED, HOWEVER, that such     
recommendation is subject to Section 8.6 hereof.                                

 (d) Hain shall, as soon as practicable following the effectiveness of the
Registration Statement, duly call, give notice of, convene and hold a meeting of
its stockholders (the "HAIN STOCKHOLDER MEETING") for the purpose of obtaining  
the approval (the "HAIN STOCKHOLDER APPROVAL") of the stockholders of Hain of   
the issuance of shares of Hain Common Stock in the Merger and shall, through its
Board of Directors, recommend to its stockholders the issuance of shares of Hain
Common Stock in the Merger, and shall use all commercially reasonable efforts to
solicit from its stockholders proxies in favor of the issuance of shares of Hain
Common Stock in the Merger.                                                     

  8.2  LETTERS AND CONSENTS OF THE COMPANY'S ACCOUNTANTS.  The Company shall
use all commercially reasonable efforts to cause to be delivered to Hain all    
consents required from the Company's independent accountants necessary to effect
the registration of the Hain Common Stock and make any required filing with the 
SEC in connection with the Merger and the transactions contemplated thereby.    

8.3  LETTERS AND CONSENTS OF HAIN'S ACCOUNTANTS.  Hain shall use all    
commercially reasonable efforts to cause to be delivered to Hain all consents   
required from its independent accountants necessary to effect the registration  
of the Hain Common Stock and make any required filing with the SEC in connection
with the Merger and the transactions contemplated thereby.                      

8.4  ADDITIONAL AGREEMENTS; COOPERATION.                                

    (a) Subject to the terms and conditions herein provided, each of the parties
hereto agrees to use commercially reasonable efforts to take, or cause to be    
taken, all action and to do, or cause to be done, all things necessary, proper  
or advisable to consummate and make effective as promptly as practicable the    
transactions contemplated by this Agreement, and to cooperate with each other in
connection with the foregoing, including using commercially reasonable efforts  
(i) to obtain all necessary waivers, consents and approvals from other parties  
to loan agreements, material leases and other material contracts that are       
specified in SECTION 8.4 to the Disclosure Schedule, (ii) to obtain all         
necessary consents, approvals and authorizations as are required to be obtained 
under any federal, state or foreign law or regulations, (iii) to defend all     
lawsuits or other legal proceedings challenging this Agreement or the           
consummation of the transactions contemplated hereby, (iv) to lift or rescind   
any injunction or restraining order or other order adversely affecting the      
ability of the parties to consummate the transactions contemplated hereby,      
(v) to effect all necessary registrations and filings, including, but not       
limited to, filings under the HSR Act and submissions of information requested  
by                                                                              

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governmental authorities, (vi) provide all necessary information for the        
Registration Statement and (vii) to fulfill all conditions to this Agreement.   

  (b) Each of the Company and Hain will supply each other with copies of all
correspondence, filings or communications (or memoranda setting forth the       
substance thereof) between it or its representatives, on the one hand, and the  
Federal Trade Commission and the Antitrust Division of the United States        
Department of Justice, on the other hand, with respect to this Agreement, the   
Merger and the other transactions contemplated hereby. Each of the parties      
hereto agrees to furnish to the other party hereto such necessary information   
and reasonable assistance as such other party may request in connection with its
preparation of necessary filings or submissions to any regulatory or            
governmental agency or authority, including, without limitation, any filing     
necessary under the provisions of the HSR Act or any other applicable Federal or
state statute.                                                                  

 8.5  PUBLICITY.  The Company and Hain agree to consult with each other in
issuing any press release and with respect to the general content of other      
public statements with respect to the transactions contemplated hereby, and     
shall not issue any such press release prior to such consultation, except as may
be required by law.                                                             

8.6  NO SOLICITATION.                                                   

(a) The Company agrees that it shall not, nor shall it permit any of its
subsidiaries to, nor shall it authorize any officer, director or employee or any
investment banker, attorney, accountant, agent or other advisor or              
representative of the Company or any of its subsidiaries to, (i) solicit,       
initiate or knowingly encourage the submission of any Takeover Proposal (as     
hereinafter defined), (ii) enter into any agreement with respect to a Takeover  
Proposal or (iii) participate in any discussions or negotiations regarding, or  
furnish to any person any information with respect to, any inquiries or the     
making of any proposal that constitutes, or may reasonably be expected to lead  
to, any Takeover Proposal; PROVIDED, HOWEVER, that to the extent required by the
fiduciary obligations of the Board of Directors of the Company, as determined in
good faith by a majority of the members thereof (after consultation with outside
legal counsel), the Company may, in response to unsolicited requests therefor,  
participate in discussions or negotiations with, or furnish information pursuant
to a confidentiality agreement no less favorable to such party in all material  
respects than the confidentiality agreement between the Company and Hain dated  
December 21, 1999 (the "CONFIDENTIALITY AGREEMENT") to, any person who indicates
a willingness to make a Superior Proposal (as hereinafter defined). For all     
purposes of this Agreement, "TAKEOVER PROPOSAL" means any proposal for a merger,
consolidation, share exchange, business combination or other similar transaction
involving the Company or any of its Significant Subsidiaries (as hereinafter    
defined) or any proposal or offer to acquire, directly or indirectly, 25% or    
more of any class of equity securities in, 25% or more of any voting securities 
of, or 25% or more of the assets of, the Company or any of its Significant      
Subsidiaries. The Company shall cease and cause to be terminated all existing   
discussions or negotiations with any persons conducted heretofore with respect  
to, or that could reasonably be expected to lead to, any Takeover Proposal. As  
used herein, a "SIGNIFICANT SUBSIDIARY" means any subsidiary of the Company that
would constitute a "SIGNIFICANT SUBSIDIARY" within the meaning of Rule 1-02 of  
Regulation S-X of the SEC.                                                      

   (b) Except to the extent permitted below, neither the Board of Directors of
the Company nor any committee thereof shall (i) withdraw or modify, in a manner 
adverse to Hain, the approval or recommendation by the Board of Directors of the
Company or any such committee of this Agreement or the Merger or (ii) approve or
recommend, or propose to approve or recommend, any Takeover Proposal.           
Notwithstanding the foregoing, (i) the Board of Directors of the Company, to the
extent required by its fiduciary obligations and subject to Section 10.2(b)     
hereof, as determined in good faith by a majority of the members thereof (after 
consultation with outside legal counsel), may approve or recommend a Superior   
Proposal (and, in connection therewith, withdraw or modify its approval or      
recommendation of this Agreement or the Merger) and (ii) nothing contained in   
this Agreement shall                                                            

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prevent the Board of Directors of the Company from complying with Rule 14d-9 and
Rule 14e-2 promulgated under the Exchange Act with regard to a Takeover         
Proposal. For all purposes of this Agreement, "SUPERIOR PROPOSAL" means a bona  
fide written proposal made by a third party to acquire the Company pursuant to a
tender or exchange offer, a merger, a share exchange, a sale of all or          
substantially all its assets or otherwise on terms which a majority of the      
members of the Board of Directors of the Company determines in good faith       
(taking into account the advice of any independent financial advisors) to be    
more favorable to the Company and its stockholders than the Merger (and any     
revised proposal made by Hain) and for which financing, to the extent required, 
is then fully committed or reasonably determined to be likely to be available by
the Board of Directors of the Company.                                          

  (c) The Company shall notify Hain promptly (but in no event later than the
next business day) after receipt by the Company (or its advisors) of any        
Takeover Proposal or any request for nonpublic information in connection with a 
Takeover Proposal or for access to the properties, books or records of the      
Company by any person or entity that informs the Company or its advisors that it
is considering making, or has made, a Takeover Proposal. Such notice to shall   
indicate the identity of the person making the Takeover Proposal, inquiry or    
contact, and the material terms and conditions of the Takeover Proposal, inquiry
or contact.                                                                     

8.7  ACCESS TO INFORMATION.                                             

 (a) From the date of this Agreement until the Effective Time, each of the
Company and Hain, after reasonable notice, will give the other party and its    
authorized representatives (including counsel, environmental and other          
consultants, accountants and auditors) reasonable access during normal business 
hours to all facilities, personnel and operations and to all books and records  
of it and its subsidiaries, will permit the other party to make such inspections
as it may reasonably require and will cause its officers and those of its       
subsidiaries, after reasonable notice, to furnish the other party with such     
financial and operating data and other information with respect to its business 
and properties as such party may from time to time reasonably request.          
Notwithstanding the foregoing, nothing in this Section 8.7 shall require either 
the Company or Hain to provide access or information if withholding such        
disclosure is reasonably determined by the disclosing party's Board of Directors
to be required by fiduciary duties.                                             

    (b) All documents and information furnished pursuant to this agreement shall
be subject to the terms and conditions set forth in the Confidentiality         
Agreement. This provision shall survive any termination of this Agreement.      

8.8  NOTIFICATION OF CERTAIN MATTERS.  Prior to the Effective Time, the 
Company or Hain, as the case may be, shall promptly notify the other of (i) its 
obtaining of actual knowledge as to the matters set forth in clauses (x) and    
(y) below, or (ii) the occurrence, or failure to occur, of any event, which     
occurrence or failure to occur would be likely to cause (x) any representation  
or warranty contained in this Agreement to be untrue or inaccurate in any       
material respect at any time from the date hereof to the Effective Time, or     
(y) any material failure of the Company or Hain, as the case may be, or of any  
officer, director, employee or agent thereof, to comply with or satisfy any     
covenant, condition or agreement to be complied with or satisfied by it under   
this Agreement; PROVIDED, HOWEVER, that no such notification shall affect the   
representations or warranties of the parties or the conditions to the           
obligations of the parties hereunder.                                           

8.9  RESIGNATION OF DIRECTORS.  At or prior to the Effective Time, the  
Company shall deliver to Hain the resignations of such directors of the         
Company's subsidiaries as Hain shall specify, effective at the Effective Time.  

  8.10  INDEMNIFICATION AND INSURANCE.  For a period of ten (10) years after
the Effective Time, (a) Hain and the Surviving Corporation shall maintain in    
effect the current provisions regarding indemnification of officers and         
directors contained in the certificate of incorporation and by-laws of the      

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Company and each of its subsidiaries and any directors, officers or employees   
indemnification agreements of the Company and its subsidiaries, (b) for a period
of six (6) years after the Effective Time, Hain and the Surviving Corporation   
shall maintain in effect the current policies of directors' and officers'       
liability insurance and fiduciary liability insurance maintained by the Company 
(provided that Hain may substitute therefor policies of at least the same       
coverage and amounts containing terms and conditions which are, in the          
aggregate, no less advantageous to the insured in any material respect) with    
respect to claims arising from facts or events which occurred on or before the  
Effective Time, and (c) for a period of ten (10) years after the Effective Time,
Hain and the Surviving Corporation shall indemnify the directors and officers of
the Company to the fullest extent to which Hain or the Surviving Corporation is 
permitted to indemnify such officers and directors under its certificate of     
incorporation and by-laws and the DGCL.                                         

    8.11  FEES AND EXPENSES.  Subject to Section 10.2, whether or not the Merger
is consummated, the Company and Hain shall bear their respective expenses       
incurred in connection with the Merger, including, without limitation, the      
preparation, execution and performance of this Agreement and the transactions   
contemplated hereby, and all fees and expenses of investment bankers, finders,  
brokers, agents, representatives, counsel and accountants, except that Hain     
shall bear and pay 66.6% and the Company shall bear and pay 33.3% of the costs  
and expenses incurred in connection with the filing, printing and mailing of the
Joint Proxy Statement (including SEC filing fees).                              

    8.12  AFFILIATES AND POOLING AGREEMENTS.  The Company shall use commercially
reasonable efforts to cause each person who is, at the time this Agreement is   
submitted for adoption by the stockholders of the Company, an "affiliate" of the
Company for purposes of Rule 145 under the Securities Act, to deliver to Hain as
of the Closing Date, a written agreement substantially in the form attached as  
EXHIBIT B hereto. Hain agrees that, after the Effective Time, it will not take  
any action, and will not permit the Surviving Corporation to take any action,   
that would prohibit Hain from accounting for the Merger as a "pooling of        
interests."                                                                     

  8.13  NASDAQ LISTING.  Hain shall cause the Hain Common Stock to be issued
in connection with the Merger to be approved for listing on the National Market 
System of The Nasdaq Stock Market, Inc., subject to official notice of issuance,
prior to the Closing Date.                                                      

  8.14  STOCKHOLDER LITIGATION.  Each of the Company and Hain shall give the
other the reasonable opportunity to participate in the defense of any           
stockholder litigation against or in the name of the Company or Hain, as        
applicable, and/or their respective directors relating to the transactions      
contemplated by this Agreement.                                                 

8.15  COMPANY EMPLOYEES.                                                

 (a) From and after the Effective Time, Hain and the Surviving Corporation
will honor and assume, in accordance with their terms, all existing written     
employment agreements between the Company and any officer, director, or employee
of the Company. Hain shall treat employment by the Company prior to the         
Effective Time the same as employment with Hain for purposes of vesting and     
eligibility under any employment benefit plan of Hain and its subsidiaries,     
including the Surviving Corporation.                                            

(b) Hain confirms that it is Hain's intention that, until the first     
anniversary of the Effective Time, subject to applicable law, Hain and the      
Surviving Corporation will provide salary and benefits to employees of the      
Company who continue to be employed by the Company after the Effective Time     
("CONTINUING EMPLOYEES") which will, in the aggregate, be substantially         
equivalent, in the aggregate, to those currently provided by the Company to its 
employees. Notwithstanding the foregoing, nothing in this Agreement shall       
otherwise limit the Surviving Corporation's right to amend, modify or terminate 
any employee benefit plan or arrangement. Hain agrees that any person employed  
by the Company at the Effective Time whose employment is terminated by the      
Surviving Corporation on or prior to the                                        

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first anniversary of the Effective Time shall be provided severance benefits    
substantially equivalent, in the aggregate, to those currently provided under   
the Company's severance policies.                                               

    (c) Prior to the Effective Time, unless such action will effect the "pooling
of interest" accounting treatment of the Merger, the Company will terminate the 
Employee Stock Ownership Plan of the Company ("ESOP") and will vest all         
participants in accordance with the terms of the ESOP. To the extent that shares
of Company Common Stock held by the ESOP have not been distributed to           
participants prior to the Closing Date, such shares shall be converted into Hain
Company Stock on the Closing Date in accordance with the provisions of          
Article III without further action by any participant. The Company will submit  
the ESOP to the Internal Revenue Service for a determination of qualification on
termination prior to the Closing Date.                                          

(d) From and after the Effective Time, Hain or the Surviving Corporation
will honor and assume, in accordance with its terms, the Company's Employee     
Stock Purchase Plan ("EMPLOYEE STOCK PURCHASE PLAN"), provided however that Hain
and the Surviving Corporation reserve the right in accordance with the terms of 
the Employee Stock Purchase Plan and to the extent permitted by law, to         
terminate the Employee Stock Purchase Plan at any time following the Effective  
Date. Participants in the Employee Stock Purchase Plan who already have Company 
Common Stock in their share accounts shall be entitled to receive Hain Common   
Stock in accordance with the provisions of Article III without further action by
any participant.                                                                

    (e) As of the Effective Time, by virtue of the Merger and without any action
on the part of the holders thereof, Hain or the Surviving Corporation shall     
assume all of the obligations of the Company under the Company's Incentive and  
Non-Qualified Stock Option Plan, the Company's 1993 Long-Term Incentive Plan,   
the Company's 1994 Non-Employee Director Compensation Plan and any other option 
agreement pursuant to which the Company has issued stock options (collectively, 
the "STOCK OPTION PLANS"),with the effect that each option to purchase shares of
Company Common Stock that is outstanding under the Stock Option Plans           
immediately prior to the Effective Time shall be assumed by Hain or the         
Surviving Corporation in such a manner that each such option shall be           
exercisable on the same terms and conditions as under the applicable Stock      
Option Plan and shall vest in accordance with the vesting schedule applicable to
such option prior to such assumption (taking into account any vesting which may 
occur as a result of the Merger), except that (i) each such option shall be     
exercisable for the number of Hain Common Stock (rounded down to the nearest    
whole share) equal to the number of shares of Company Common Stock subject to   
such option multiplied by the Exchange Ratio, and (ii) the option price per     
share of Hain Common Stock shall be an amount equal to the option price per     
share of Company Common Stock subject to such option in effect immediately prior
to the Closing Date divided by the Exchange Ratio (rounded up to the nearest    
whole cent). Notwithstanding in the foregoing, after the Effective Time, Hain   
may, at its option, adopt or amend substitute option plans to provide           
substantially similar benefits for any of the aforementioned plans.             

(f) From and after the Effective Time, Hain or the Surviving Corporation
will honor and assume, in accordance with its terms, the Thrift Plan of the     
Company ("THRIFT PLAN"), provided however that Hain and the Surviving           
Corporation reserve the right in accordance with the terms of the Thrift Plan   
and to the extent permitted by law, to terminate the Thrift Plan, merge the     
Thrift Plan or transfer assets and liabilities from the thrift Plan to a 401(k) 
plan sponsored by Hain or an affiliate.                                         

ARTICLE IX

CONDITIONS TO CLOSING 

9.1  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.  The   
respective obligation of each party to effect the Merger is subject to the      
satisfaction or waiver on or prior to the Closing Date of the following         
conditions:                                                                     

    (a) STOCKHOLDER APPROVALS. Company Stockholder Approval and Hain Stockholder
Approval shall have been obtained.                                              

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 (b) HSR ACT. The waiting period (and any extension thereof) applicable to
the Merger under the HSR Act shall have been terminated or shall have expired.  

   (c) NO INJUNCTIONS OR RESTRAINTS. No judgment, order, decree, statute, law,
ordinance, rule or regulation entered, enacted, promulgated, enforced or issued 
by any court or other governmental entity of competent jurisdiction or other    
legal restraint or prohibition (collectively, "Restraints") shall be in effect  
preventing the consummation of the Merger.                                      

    (d) POOLING OF INTERESTS; CONSENTS. The Merger shall qualify for "pooling of
interests" accounting treatment, and the Company and Hain shall each have       
received letters to that effect from each of Ernst & Young LLP, independent     
auditors for Hain, and Deloitte & Touche LLP, independent auditors for the      
Company, dated the Closing Date. Hain shall have received all consents required 
from the independent accountants in connection with the filing of the           
Registration Statement necessary to effect the registration of the Hain Common  
Stock.                                                                          

(e) REGISTRATION STATEMENT. The Registration Statement shall have become
effective under the Securities Act and shall not be the subject of any stop     
order or proceedings seeking a stop order and no stop order or similar          
restraining order shall be threatened or entered by the SEC or any state        
securities administration preventing the Merger.                                

(f) NASDAQ LISTING. The shares of Hain Common Stock issuable to the     
Company's stockholders as contemplated by this Agreement shall have been        
approved for listing on the National Market System of The Nasdaq Stock          
Market, Inc., subject to official notice of issuance.                           

(g) CONSENTS AND APPROVALS. All necessary consents and approvals of any 
United States or any other governmental authority or any other third party      
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained; except for such consents and approvals the failure to 
obtain which individually or in the aggregate would not have a material adverse 
effect on Hain.                                                                 

 9.2  CONDITIONS TO OBLIGATIONS OF HAIN.  The obligation of Hain to effect
the Merger is further subject to satisfaction or waiver of the following        
conditions:                                                                     

 (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
the Company set forth herein, to the extent qualified with respect to           
materiality, shall be true and correct in all respects, and to the extent not so
qualified shall be true and correct in all material respects, in each case as of
the date of this Agreement and at and as of the Effective Time as if made at and
as of such time (except to the extent expressly made as of earlier date, in     
which case as of such date). The Company shall have delivered to Hain an        
officer's certificate, in form and substance satisfactory to Hain and its       
counsel, to the effect of the matters stated in this Section 9.2(a),            
Section 9.2(b) and Section 9.2(c).                                              

(b) PERFORMANCE OF OBLIGATIONS OF THE COMPANY. The Company shall have   
performed in all material respects all obligations required to be performed by  
it under this Agreement at or prior to the Closing Date.                        

  (c) NO MATERIAL ADVERSE CHANGE. Except as disclosed in the Company Current
SEC Reports, at any time after September 30, 1999, there shall not have occurred
any material adverse change in the general affairs, management, business,       
operations, assets, condition (financial or otherwise) or prospects of the      
Company and its subsidiaries, taken as a whole.                                 

  (d) AFFILIATE LETTERS. Hain shall have received from each affiliate of the
Company a written agreement substantially in the form attached as EXHIBIT B     
hereto as set forth in Section 8.12.                                            

(e) TAX OPINION. Hain shall have received an opinion of Cahill Gordon & 
Reindel, counsel to Hain, dated on or about the Closing Date, based upon such   
representations and assumptions as counsel may reasonably deem relevant, to the 
effect that the Merger will be treated for federal income tax purposes as a     
reorganization qualifying under the provisions of Section 368(a) of the Code;   
that each of Hain, Hain Subsidiary and the Company will be a party to the       
reorganization within the meaning of                                            

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Section 368(b) of the Code; that no gain or loss will be recognized by a        
stockholder of the Company on the exchange of Company shares for the Merger     
Consideration pursuant to the Merger (except with respect to any cash received  
in lieu of a fractional share).                                                 

9.3  CONDITIONS TO OBLIGATIONS OF THE COMPANY.  The obligation of the   
Company to effect the Merger is further subject to satisfaction or waiver of the
following conditions:                                                           

 (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of
Hain set forth herein, to the extent qualified with respect to materiality,     
shall be true and correct in all respects, and to the extent not so qualified   
shall be true and correct in all material respects, in each case as of the date 
of this Agreement and at and as of the Effective Time as if made at and as of   
such time (except to the extent expressly made as of an earlier date, in which  
case as of such date). Hain shall have delivered to the Company an officer's    
certificate, in form and substance satisfactory to the Company and its counsel, 
to the effect of matters stated in this Section 9.3(a), Section 9.3(b) and      
Section 9.3(c).                                                                 

 (b) PERFORMANCE OF OBLIGATIONS OF HAIN AND HAIN SUBSIDIARY. Hain and Hain
Subsidiary shall have performed in all material respects all obligations        
required to be performed by them under this Agreement at or prior to the Closing
Date.                                                                           

   (c) NO MATERIAL ADVERSE CHANGE. Except as disclosed in the Hain Current SEC
Reports, at any time after June 30, 1999, there shall not have occurred any     
material adverse change in the general affairs, management, business,           
operations, assets, condition (financial or otherwise) or prospects of Hain and 
its subsidiaries, taken as a whole.                                             

   (d) TAX OPINION. The Company shall have received an opinion of Bartlit Beck
Herman Palenchar & Scott, dated on or about the Closing Date, based upon such   
representations and assumptions as counsel may reasonably deem relevant, to the 
effect that the Merger will be treated for federal income tax purposes as a     
reorganization qualifying under the provisions of Section 368(a) of the Code;   
that each of Hain, Hain Subsidiary and the Company will be a party to the       
reorganization within the meaning of Section 368(b) of the Code; that no gain or
loss will be recognized by a stockholder of the Company on the exchange of      
Company Shares for the Merger Consideration pursuant to the Merger (except with 
respect to any cash received in lieu of a fractional share).                    

ARTICLE X 

TERMINATION 

 10.1  TERMINATION.  This Agreement may be terminated at any time prior to
the Effective Time, whether before or after approval of this Agreement by the   
Company's stockholders:                                                         

(a) by mutual written consent of the Company and Hain;                  

(b) by either the Company or Hain:                                      

       (i) if the Merger shall not have been consummated by December 31, 2000;
 PROVIDED, HOWEVER, that the right to terminate this Agreement pursuant to
    this Section 10.1(b)(i) shall not be available to any party whose failure to
  perform any of its obligations under this Agreement results in the failure
of the Merger to be consummated by such time;                           

     (ii) if the Company Stockholder Approval or Hain Stockholder Approval
shall not have been obtained at a Company Stockholder Meeting or Hain   
 Stockholder Meeting, as the case may be, duly convened therefor or at any
adjournment or postponement thereof; or                                 

(iii) if any Restraint having any of the effects set forth in   
Section 9.1(c) shall be in effect and shall have become final and       
nonappealable;                                                          

 (c) by Hain, (i) if the Board of Directors of the Company shall withdraw,
modify, condition, qualify or otherwise change its recommendation of approval   
and adoption of this Agreement or the Merger in a manner adverse to Hain or     
(ii) if prior to the Company Stockholder Meeting, the Board of                  

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Directors of the Company approves an agreement to effect a Superior Proposal in 
accordance with Section 8.6(b);                                                 

   (d) by Hain, if the Company shall have breached or failed to perform in any
material respect any of its representations, warranties, covenants or other     
agreements contained in this Agreement (which breach is not cured within 15     
business days after receipt by the Company of a written notice of such breach   
from Hain specifying the breach and requesting that it be cured);               

(e) by the Company (i) if the Board of Directors of Hain shall withdraw,
modify, condition, qualify or otherwise change its recommendation of approval   
and adoption of this Agreement and the Merger in a manner adverse to the Company
or (ii) if, prior to the Company Stockholder Meeting, the Board of Directors of 
the Company approves an agreement to effect a Superior Proposal in accordance   
with Section 8.6(b); and                                                        

   (f) by the Company, if Hain shall have breached or failed to perform in any
material respect any of its representations, warranties, covenants or other     
agreements contained in this Agreement (which breach is not cured within 15     
business days after receipt by Hain of a written notice of such breach from the 
Company specifying the breach and requesting that it be cured).                 

10.2  EFFECT OF TERMINATION.                                            

  (a) The termination of this Agreement shall become effective upon delivery
to the other party of written notice thereof. In the event of the termination of
this Agreement pursuant to the foregoing provisions of this Article X, this     
Agreement shall become void and have no effect, with no liability on the part of
any party (except as provided in paragraphs (b), (c), (d) or (e) below) or its  
stockholders or directors or officers in respect thereof except for agreements  
which survive the termination of this Agreement and except for liability that   
Hain or the Company might have arising from a breach of this Agreement.         

   (b) In the event of a termination of this Agreement (i) by Hain pursuant to
Section 10.1(c) or Section 10.1(d)(if the breach or failure to perform is due to
the Company's intentional or bad faith acts) or (ii) by the Company pursuant to 
Section 10.1(e)(ii), then the Company shall pay Hain by wire transfer of        
immediately available funds to an account specified by Hain (i) within two      
business days of receiving the documentation described below up to $3,000,000 to
reimburse Hain for its documented fees and expenses (including the fees and     
expenses of counsel, accountants, consultants and advisors) incurred in         
connection with this Agreement and the transactions contemplated hereby and     
(ii) within two business days of such termination, a fee of $8,000,000 as       
liquidated damages.                                                             

(c) In the event of a termination of this Agreement by Hain pursuant to 
Sections 10.1(b)(ii) (in the event Company Stockholder Approval is not obtained)
or 10.1(d)(if the breach or failure to perform is due to circumstances other    
than those set forth in Section 10.2(b)), then the Company shall pay Hain by    
wire transfer of immediately available funds to an account specified by Hain    
within two business days of receiving the documentation described below up to   
$3,000,000 to reimburse Hain for its documented fees and expenses (including the
fees and expenses of counsel, accountants, consultants and advisors) incurred in
connection with this Agreement and the transactions contemplated hereby;        
provided in the event that at any time within the twelve months following       
termination of this Agreement under the circumstances set forth in this         
Section 10.2(c), the Company executes a definitive agreement which is           
consummated within eighteen months with any third party other than Hain relating
to a Superior Proposal, than the Company shall within two business days of the  
date of the execution of such definitive agreement pay Hain by wire transfer of 
immediately available funds to an account specified by Hain a fee of $8,000,000 
as liquidated damages.                                                          

   (d) In the event of a termination of this Agreement by the Company pursuant
to Section 10.1(e)(i) or Section 10.1(f) (if the breach or failure to perform is
due to Hain's intentional or bad faith acts), then Hain shall pay the Company by
wire transfer of immediately available funds to an account specified by the     
Company (i) within two business days of receiving the documentation             

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described below up to $3,000,000 to reimburse the Company for its documented    
fees and expenses (including the fees and expenses of counsel, accountants,     
consultants and advisors) incurred in connection with this Agreement and the    
transactions contemplated hereby and (ii) within two business days of such      
termination, a fee of $8,000,000 as liquidated damages.                         

   (e) In the event of a termination of this Agreement by the Company pursuant
to Sections 10.1(b)(ii) (in the event Hain Stockholder Approval is not obtained)
or 10.1(f) (if the breach or failure to perform is due to circumstances other   
than those set forth in Section 10.2(d)), then Hain shall within two business   
days of receiving the documentation described below pay the Company by wire     
transfer of immediately available funds to an account specified by the Company  
up to $3,000,000 to reimburse the Company for its documented fees and expenses  
(including the fees and expenses of counsel, accountants, consultants and       
advisors) incurred in connection with this Agreement and the transactions       
contemplated hereby.                                                            

   (f) By agreeing to liquidated damages in Sections 10.2(b), (c) and (d), the
parties acknowledge that (i) such liquidated damages are an integral part of the
transactions contemplated by this Agreement and constitute liquidated damages   
and not a penalty, and (ii) such liquidated damages are necessary because actual
damages arising from the loss of opportunity would not be determinable with any 
degree of certainty. If a party fails to promptly pay the liquidated damages due
under Sections 10.2(b), (c) and (d), the defaulting Party shall pay the costs   
and expenses (including legal fees and expenses) in connection with any action, 
including the filing of any lawsuit or other legal action, taken to collect     
payment, together with interest on the amount of any unpaid fee at the publicly 
announced prime rate of Citibank, N.A. from the date such damages were required 
to be paid.                                                                     

ARTICLE XI

MISCELLANEOUS 

11.1  NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES.  None of the       
representations and warranties in this Agreement or in any instrument delivered 
pursuant to this Agreement shall survive the Effective Time. This Section 11.1  
shall not limit any covenant or agreement of the parties which by its terms     
contemplates performance after the Effective Time.                              

    11.2  WAIVER.  At any time prior to the Effective Date, any party hereto may
(i) extend the time for the performance of any of the obligations or other acts 
of any other party hereto, (ii) waive any inaccuracies in the representations   
and warranties of the other party contained herein or in any document delivered 
pursuant hereto, and (iii) waive compliance with any of the agreements of any   
other party or with any conditions to its own obligations contained herein. Any 
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in an instrument in writing duly authorized by and      
signed on behalf of such party.                                                 

11.3  NOTICES.                                                          

  (a) Any notice or communication to any party hereto shall be duly given if
in writing and delivered in person or mailed by first class mail (registered or 
certified, return receipt requested), facsimile or overnight air courier        
guaranteeing next day delivery, to such other party's address.                  

If to Hain or Hain Subsidiary:                                          

The Hain Food Group, Inc.                                         
50 Charles Lindbergh Boulevard                                    
Uniondale, New York 11553                                         
Facsimile No.: (516) 237-6240                                     
Attention: President                                              

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with a copy to:                                                   

Cahill Gordon & Reindel                                           
80 Pine Street                                                    
New York, New York 10005                                          
Facsimile No.: (212) 269-5420                                     
Attention: Roger Meltzer, Esq.                                    

If to the Company:                                                      

Celestial Seasonings, Inc.                                        
4600 Sleepytime Drive                                             
Boulder, Colorado 80301-3292                                      
Facsimile No.: (303) 939-8444                                     
Attention: Chairman and President                                 

with a copy to:                                                   

Bartlit Beck Herman Palenchar & Scott                             
The Kittredge Building                                            
511 Sixteenth Street                                              
Denver, Colorado 80202                                            
Facsimile No.: (303) 592-3140                                     
Attention: Thomas R. Stephens, Esq.                               

  (b) All notices and communications will be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five business days after
being deposited in the mail, if mailed; when sent, if sent by facsimile; and the
next business day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.                                         

11.4  COUNTERPARTS.  This Agreement may be executed in two or more      
counterparts, each of which shall be deemed an original, but all of which       
together shall constitute one and the same instrument.                          

   11.5  INTERPRETATION.  The headings of articles and sections herein are for
convenience of reference, do not constitute a part of this Agreement, and shall 
not be deemed to limit or affect any of the provisions hereof. As used in this  
Agreement, "person" means any individual, corporation, limited or general       
partnership, joint venture, association, joint stock company, trust,            
unincorporated organization or government or any agency or political subdivision
thereof; "subsidiary" of any person means (i) a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by such     
person or by one or more other subsidiaries of such person or by such person and
one or more subsidiaries thereof or (ii) any other person (other than a         
corporation) in which such person, or one or more other subsidiaries of such    
person or such person and one or more other subsidiaries thereof, directly or   
indirectly, have at least a majority ownership and voting power relating to the 
policies, management and affairs thereof; and "voting stock" of any person means
capital stock of such person which ordinarily has voting power for the election 
of directors (or persons performing similar functions) of such person, whether  
at all times or only so long as no senior class of securities has such voting   
power by reason of any contingency. In determining whether a material adverse   
effect has occurred in connection with the business or prospects of the Company,
month to month fluctuations in sales either (i) consistent with historical      
performance or (ii) resulting from requests relating to the conduct of the      
Company's business received from Hain after the date hereof but prior to the    
Effective Time, shall not be deemed to constitute a material adverse effect.    

  11.6  AMENDMENT.  This Agreement may be amended by the parties at any time
before or after any required approval of matters presented in connection with   
the Merger by the stockholders of each of Hain and the Company; provided,       
however, that after any such approval, there shall not be made any amendment    
that by law requires further approval by such stockholders without the further  
approval of such stockholders; and provided further, that this Agreement shall  
not be amended after the                                                        

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Effective Time. This Agreement may not be amended except by an instrument in    
writing signed on behalf of each of the parties.                                

  11.7  NO THIRD PARTY BENEFICIARIES.  Except for the rights set forth under
Section 8.10, nothing in this Agreement shall confer any rights upon any person 
or entity which is not a party or permitted assignee of a party to this         
Agreement.                                                                      

   11.8  GOVERNING LAW.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to principles 
of conflicts of laws.                                                           

    11.9  ENFORCEMENT.  The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in    
accordance with their specific terms or were otherwise breached. The parties    
accordingly agree that the parties will be entitled to an injunction or         
injunctions to prevent breaches of this Agreement and to enforce specifically   
the terms and provisions of this Agreement, this being in addition to any other 
remedy to which they are entitled at law or in equity.                          

 11.10  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof and supersedes all  
other prior agreements and understandings, both written and oral, between the   
parties with respect to the subject matter hereof.                              

11.11  NO RECOURSE AGAINST OTHERS.  No director, officer or employee, as
such, of Hain, Hain Subsidiary or the Company or any of their respective        
subsidiaries shall have any liability for any obligations of Hain, Hain         
Subsidiary or the Company, respectively, under this Agreement for any claim     
based on, in respect of or by reasons of such obligations or their creation.    

11.12  VALIDITY.  The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other     
provisions of this Agreement, which shall remain in full force and effect.      

   IN WITNESS WHEREOF, the parties hereto have caused this Merger Agreement to
be executed by their duly authorized officers all as of the day and year first  
above written.                                                                  

                                                                [Download Table]
                                              
THE HAIN FOOD GROUP, INC.                     

By:  /s/ IRWIN D. SIMON                       
     -----------------------------------------
     Name: Irwin D. Simon                     
     Title: Chairman of the Board, President  
     and Chief Executive Officer              

CELESTIAL SEASONINGS, INC.                    

By:  /s/ MO SIEGEL                            
     -----------------------------------------
     Name: Mo Siegel                          
     Title: Chairman of the Board             

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                                                                       EXHIBIT A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CELESTIAL SEASONINGS, INC.

 1.  NAME.  The name of the corporation is Celestial Seasonings, Inc. (the
"Company").                                                                     

 2.  REGISTERED OFFICE.  The address of the Company's registered office in
the State of Delaware is 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.                                  

  3.  PURPOSES.  The purpose for which the Company is organized is to engage
in any and all lawful acts and activities for which corporations may be         
organized under the General Corporation Law of the State of Delaware.           

 4.  CAPITAL STOCK.  The Company is authorized to issue one class of stock
which is designated Common Stock. The total number of shares of Common Stock    
which the Company shall have authority to issue is: 100 shares of Common Stock, 
par value of $.01 per share.                                                    

5.  EXISTENCE.  The Company is to have perpetual existence.             

  6.  BY-LAWS.  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors of the Company is expressly authorized to    
make, alter or repeal the by-laws of the Company.                               

 7.  ELECTION OF DIRECTORS.  Elections of directors need not be by written
ballot unless the by-laws of the Company shall so provide.                      

   8.  MEETINGS; CORPORATE BOOKS.  Meetings of stockholders may be held within
or without the State of Delaware, as the by-laws may provide. The books of the  
Company may be kept (subject to any provision of law) outside the State of      
Delaware 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 Company.                            

   9.  AMENDMENT AND/OR REPEAL OF CERTIFICATE.  The Company 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.                                                                    

  10.  DIRECTOR'S LIABILITY.  No director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of    
fiduciary duty as a director; provided that this provision shall not eliminate  
or limit the liability of a director (i) for any breach of such 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 such director derived an improper personal  
benefit.                                                                        

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                                                                       EXHIBIT B

[FORM OF COMPANY AFFILIATE LETTER]

Ladies and Gentlemen:                                                           

I have been advised that I may be considered to be an "affiliate" of    
Celestial Seasonings, Inc. (the "Company") for purposes of Rule 145 under the   
Securities Act of 1933, as amended (the "Securities Act"), and for purposes of  
generally accepted accounting principles as such term relates to pooling of     
interests accounting treatment for certain business combinations or the         
Securities and Exchange Commission's Staff Accounting Bulletin No. 65.          

The Hain Food Group, Inc. ("Hain") and the Company have entered into an 
Agreement and Plan of Merger dated as of March 5, 2000 (the "Merger Agreement").
Upon consummation of the transactions contemplated by the Merger Agreement (the 
"Merger"), I will receive shares of capital stock of Hain for all of the shares 
of capital stock of the Company owned by me or as to which I may be deemed a    
beneficial owner. I own       shares of common stock of the Company. Such shares
(including the rights attached thereto) will be converted in the Merger into    
shares of common stock of Hain as described in the Merger Agreement. The shares 
of Company capital stock and Hain capital stock owned by me or as to which I may
deem to be a beneficial owner prior to the Merger are hereinafter collectively  
referred to as the "Pre-Merger Stock" and the shares of Hain capital stock      
received by me in the Merger are hereinafter collectively referred to as the    
"Exchange Stock." This agreement is hereinafter referred to as the "Letter      
Agreement."                                                                     

I represent and warrant to, and agree with, the Company and Hain that:  

      A. I have read this Letter Agreement and the Merger Agreement and have
discussed their requirements and other applicable limitations upon my   
  ability to sell, transfer or otherwise dispose of the Pre-Merger Stock and
  Exchange Stock, to the extent I felt necessary, with my counsel or counsel
for the Company.                                                        

      B. The shares of common stock of Hain that I shall receive in exchange
 for my shares of common stock of the Company are not being acquired by me
with a view to their distribution except to the extent and in the manner
provided for in paragraph (d) of Rule 145 under the Securities Act.     

        C. I agree with you not to dispose of any such shares of common stock of
Hain in any manner that would violate Rule 145.                         

I further agree with you that the certificate or certificates   
    representing such shares of common stock of Hain may bear a legend referring
    to the restrictions on disposition thereof in accordance with the provisions
   of the foregoing paragraph and that stop transfer instructions may be filed
with respect to such shares with the transfer agent for such shares.    

    D. I understand that stop transfer instructions will be given to the
    Company, Hain and their respective transfer agents, as the case may be, with
respect to the shares of Pre-Merger Stock and the Exchange Stock in     
connection with the restrictions set forth herein.                      

       E. Notwithstanding the foregoing and any other agreements on my part in
   connection with the Pre-Merger Stock and the Exchange Stock, I hereby agree
   (i) that I will not sell or otherwise reduce my risk relative to any shares
   of Pre-Merger Stock during the period of thirty days prior to the effective
date of Merger and (ii) that I will not sell or otherwise reduce my risk
    relative to any shares of Exchange Stock until financial results covering at
  least thirty days of combined operations have been published following the
   effective date of the Merger so as to ensure that the Merger qualified as a
pooling of interests for accounting purposes.                           

  It is understood and agreed that this Letter Agreement shall terminate and
be of no further force and effect if the Merger Agreement is terminated pursuant
to the terms thereof.                                                           

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The agreements made by me in the foregoing paragraphs are on the        
understanding and condition that you agree, in the event that any shares may be 
disposed of in accordance with the provisions of paragraph E above, to deliver  
in exchange for the certificate or certificates representing such shares a new  
certificate or certificates representing such shares not bearing the legend and 
not subject to the stop transfer instruction referred to in paragraph D above,  
and so long as I hold shares of stock subject to the provisions of this         
agreement (but not for a period in excess of two years from the date of         
consummation of the Merger) to file with the Securities and Exchange Commission 
or otherwise make publicly available all information about Hain, to the extent  
available to you without unreasonable effort or expense, necessary to enable me 
to resell shares under the provisions of paragraph (d) of Rule 145.             

 This Letter Agreement shall be binding on my heirs, legal representatives
and successors.                                                                 

                     Very truly yours,

                                          --------------------------------------
                                         [Name of Stockholder]

       By:
 ------------------------------------------------------------------------------*
         Name:
          Title:

*   To be completed if the stockholder is an entity other than an individual    

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                                                                         ANNEX B

VOTING AGREEMENT

    VOTING AGREEMENT made this 5th day of March, 2000 (the "AGREEMENT"), between
Irwin D. Simon (the "STOCKHOLDER"), in his capacity as a stockholder of The Hain
Food Group, Inc., a Delaware corporation (the "COMPANY"), and Celestial         
Seasonings, Inc., a Delaware corporation ("CELESTIAL").                         

R E C I T A L S 

    Concurrently with the execution of this Agreement, Celestial and the Company
have entered into a Merger Agreement dated as of the date of this Agreement (the
"MERGER AGREEMENT") pursuant to which a subsidiary of the Company to be formed  
will merge with and into Celestial (the "MERGER"). The transactions contemplated
by the Merger Agreement are collectively referred to as the "TRANSACTIONS."     

In order to induce Celestial to enter into the Merger Agreement with the
Company, Celestial has requested, and the Stockholder has agreed, that the      
Stockholder enter into this Agreement;                                          

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby          
acknowledged, the parties agree as follows:                                     

ARTICLE 1 
VOTING AGREEMENT

The Stockholder hereby agrees with Celestial as follows:                

  SECTION 1.1.  VOTING OF SHARES.  (a) At any meeting of the stockholders of
the Company, however called, at every adjournment of any such meeting, and in   
connection with any written consent of the stockholders of the Company, the     
Stockholder will cause all of his Shares to be voted, during the term of this   
Agreement, in favor of (i) the Merger and the approval and adoption of the      
Merger Agreement, and (ii) all other Transactions as to which stockholders of   
the Company are called upon to vote.                                            

For purposes of this Agreement, (i) "PERSON" shall mean an individual,  
partnership, limited liability company, corporation, joint stock company, trust,
estate, joint venture, association or unincorporated organization, or any other 
entity or organization, including a government or political subdivision or any  
agency or instrumentality thereof, and (ii) "SHARES" shall mean any and all     
shares of capital stock of the Company which are entitled to vote in any        
election of the board of directors of the Company now owned and/or subsequently 
acquired by the Stockholder through purchase, gift, stock splits, stock         
dividends and the exercise of stock options.                                    

(b) The Stockholder agrees that during the term of this Agreement, the  
  Stockholder shall attend or otherwise participate in all duly called
   stockholder meetings and any adjournments of such meetings and in all
   actions by written consent of stockholders in which the Merger or any
Transaction is being considered.                                  

   (c) The parties hereto agree and acknowledge that nothing in this Article I
     or any other part of this Agreement shall be construed as requiring the
Stockholder to propose, endorse, approve or recommend the Merger  
     Agreement or the transactions contemplated thereby in the Stockholder's
       capacity as a director of the Company in any manner inconsistent with his
fiduciary duties as director.                                     

SECTION 1.2.  NO PROXIES OR ENCUMBRANCES. The Stockholder shall not     
(i) grant any proxies or enter into any voting trust or other agreement or      
arrangement with respect to the voting of any of the                            

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Shares in a manner which would be inconsistent with the provisions of this      
Agreement, (ii) sell, assign, transfer, encumber or otherwise dispose of or     
enter into any contract, option or other arrangement or understanding with      
respect to, the direct or indirect sale, assignment, transfer, encumbrance or   
other disposition of any of his Shares or any interest therein except (A) for   
Permitted Transfers to Permitted Transferees (as such terms are defined below)  
or (B) any other disposition by the Stockholder of up to 100,000 of his Shares  
in the aggregate or (iii) seek or solicit any of the foregoing. For purposes of 
this Agreement, (i) "PERMITTED TRANSFEREE" means any Person controlled, directly
or indirectly, by Stockholder, Stockholder's spouse and children, and any trust 
for the benefit of Stockholder, Stockholder's spouse or children, and (ii) each 
transfer to a Permitted Transferee shall constitute a "PERMITTED TRANSFER" only 
if it is a:                                                                     

(i) transfer to a Permitted Transferee and, in the case of a Permitted  
Transferee, transfer to the Stockholder or to other Permitted   
        Transferees of Stockholder; PROVIDED that, any such Permitted Transferee
        shall enter into a supplement to this Agreement, consented to in writing
     by Celestial, agreeing to be bound by the terms of this Agreement; or

   (ii) pledge to a bank or securities firm of Stockholder's Shares securing a
     bona fide loan; PROVIDED that the pledge agreement with the pledgee
        shall provide that the Stockholder shall continue at all times to have
the right, from time to time, to vote and to give consents,   
    ratifications and waivers with respect to such pledged Shares; and
         PROVIDED FURTHER that any pledge agreement that Stockholder enters into
       shall provide that the pledgee shall give written notice to Celestial
     at least 10 days prior to the date such pledgee takes any action to
exercise any remedies with respect to such Shares;            

PROVIDED that no such transfer is in violation of applicable federal or 
state securities laws.                                                          

ARTICLE 2 
REPRESENTATIONS AND WARRANTIES

The Stockholder represents and warrants to Celestial as follows:        

  SECTION 2.1.  VALID TITLE. The Stockholder is the true and lawful owner of
100% of the Shares set forth next on the signature page to this Agreement, with 
full power to vote and dispose of such Shares, and there are no restrictions on 
the Stockholder's voting rights or rights of disposition pertaining to such     
Shares which would be inconsistent with this Agreement or interfere with        
Stockholder's performance of this Agreement.                                    

    SECTION 2.2.  NON-CONTRAVENTION.  The execution, delivery and performance by
the Stockholder of this Agreement and the consummation of the transactions      
contemplated hereby, do not and will not contravene or constitute a default     
under or give rise to a right of termination, cancellation or acceleration of   
any material right or obligation of the Stockholder or to a loss of any material
benefit of the Stockholder under any provision of applicable law or regulation  
or of any agreement, judgment, injunction, order, decree or other instrument    
binding on the Stockholder.                                                     

   SECTION 2.3.  AUTHORIZATION. The execution, delivery and performance by the
Stockholder of this Agreement are within the Stockholder's powers and have been 
duly authorized by all necessary actions.                                       

SECTION 2.4.  BINDING EFFECT.  This Agreement constitutes a valid and   
binding agreement of the Stockholder, enforceable against the Stockholder in    
accordance with its terms, except as enforcement may be limited by bankruptcy,  
insolvency, moratorium or other similar laws relating to creditors' rights      
generally.                                                                      

SECTION 2.5.  NO OTHER SHARES.  The number of Shares set forth on the   
signature page to this Agreement are the only Shares owned by the Stockholder.  

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ARTICLE 3 
MISCELLANEOUS 

 SECTION 3.1.  NOTICES.  All notices, requests and other communications to
any party hereunder shall be deemed to have been duly given when delivered in   
person, by telegram, facsimile or by registered or certified mail (postage      
prepaid, return receipt requested) to such party at its address set forth on the
signature pages hereto.                                                         

  SECTION 3.2.  AMENDMENTS; NO WAIVERS.  (a) Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and signed, in the case of an amendment, by each of the parties hereto, or in   
the case of a waiver, by the party against whom the waiver is to be effective.  

(b) No failure or delay by any party in exercising any right, power or  
privilege hereunder shall operate as a waiver thereof nor shall any single or   
partial exercise thereof preclude any other or further exercise thereof or the  
exercise of any other right, power or privilege. The rights and remedies herein 
provided shall be cumulative and not exclusive of any rights or remedies        
provided by law.                                                                

SECTION 3.3.  TERMINATION.  This Agreement shall automatically terminate
upon termination of the Merger Agreement in accordance with its terms.          

SECTION 3.4.  SEVERABILITY.  If any provision of this Agreement or the  
application of such provision to any party or set of circumstances shall, in any
jurisdiction and to any extent, be finally held invalid or unenforceable, such  
term or provision shall only be ineffective as to such jurisdiction, and only to
the extent of such invalidity or unenforceability, without invalidating or      
rendering unenforceable any other terms or provisions of this Agreement or under
any other circumstances, and the parties shall negotiate in good faith a        
substitute provision which comes as close as possible to the invalidated or     
unenforceable term or provision, and which puts each party in a position as     
nearly comparable as possible to the position it would have been in but for the 
finding of invalidity or unenforceability, while remaining valid and            
enforceable.                                                                    

SECTION 3.5.  ENTIRE AGREEMENT.  This Agreement constitutes the entire  
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among  
the parties with respect to the subject matter hereof.                          

SECTION 3.6.  SUCCESSORS AND ASSIGNS.  The provisions of this Agreement 
shall be binding upon and inure to the benefit of the parties hereto and their  
respective successors and assigns (and, in the case of the Stockholder, the     
heirs and executors of the Stockholder); provided that, except as permitted by  
Section 1.2 or by will or intestacy, no party may assign, delegate or otherwise 
transfer all or any of his or its rights or obligations under this Agreement    
without the consent of the other party hereto.                                  

   SECTION 3.7.  COUNTERPARTS; EFFECTIVENESS.  This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same   
effect as if the signatures thereto and hereto were upon the same instrument.   
This Agreement shall become effective when each party shall have received       
counterparts (or signature pages) hereof signed by all of the other parties.    

SECTION 3.8.  GOVERNING LAW; SPECIFIC PERFORMANCE.  The terms of this   
Agreement shall be construed in accordance with and governed by the law of the  
State of Delaware (without regard to principles of conflict of laws). Each of   
the parties acknowledges and agrees that the parties' respective remedies at law
for a breach or threatened breach of any of the provisions of this Agreement    
would be inadequate and, in recognition of that fact, each agrees that, in the  
event of a breach or threatened breach by any party of the provisions of this   
Agreement, in addition to any remedies at law, each party, without posting any  
bond, shall be entitled to seek equitable relief in the form of specific        
performance, a temporary restraining order, a temporary or permanent injunction 
or any other equitable remedy which may then be available.                      

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   SECTION 3.9.  EXPENSES.  All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.       

  SECTION 3.10.  CERTAIN EVENTS.  The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to its Shares and shall be binding   
upon any Person to which legal or beneficial ownership of such shares shall     
pass, whether by operation of law or otherwise.                                 

 SECTION 3.11.  NO REVOCATION.  The voting agreements contained herein are
coupled with an interest and may not be revoked prior to termination of this    
Agreement in accordance with Section 3.3, except by written consent of          
Celestial.                                                                      

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or 
caused this Agreement to be duly executed by their respective authorized        
officers or representatives, as of the day and year first above written.        

                                                                [Download Table]
                                            
CELESTIAL SEASONINGS, INC.                  

By:  /s/ MO SIEGEL                          
     ---------------------------------------
     Its: Chairman of the Board             

Address: 4600 Sleeptime Drive               
        Boulder, CO 80301-3292              

STOCKHOLDER:                                

     /s/ IRWIN D. SIMON                     
     ---------------------------------------
     Irwin D. Simon                         

Number of Shares Owned: 705,378             

Address: 50 Charles Lindbergh Boulevard,    
        Uniondale, New York 11553           

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                                                                         ANNEX C

VOTING AGREEMENT

    VOTING AGREEMENT made this 5th day of March, 2000 (the "AGREEMENT"), between
Mo Siegel (the "STOCKHOLDER"), in his capacity as a stockholder of Celestial    
Seasonings, Inc., a Delaware corporation (the "COMPANY"), and The Hain Food     
Group, Inc., a Delaware corporation ("HAIN").                                   

R E C I T A L S 

    Concurrently with the execution of this Agreement, Hain and the Company have
entered into a Merger Agreement dated as of the date of this Agreement (the     
"MERGER AGREEMENT") pursuant to which a subsidiary of Hain to be formed will    
merge with and into the Company (the "MERGER"). The transactions contemplated by
the Merger Agreement are collectively referred to as the "TRANSACTIONS."        

    In order to induce Hain to enter into the Merger Agreement with the Company,
Hain has requested, and the Stockholder has agreed, that the Stockholder enter  
into this Agreement;                                                            

NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby          
acknowledged, the parties agree as follows:                                     

ARTICLE 1 

VOTING AGREEMENT

The Stockholder hereby agrees with Hain as follows:                     

  SECTION 1.1.  VOTING OF SHARES.  (a) At any meeting of the stockholders of
the Company, however called, at every adjournment of any such meeting, and in   
connection with any written consent of the stockholders of the Company, the     
Stockholder will cause all of his Shares to be voted, during the term of this   
Agreement, in favor of (i) the Merger and the approval and adoption of the      
Merger Agreement, and (ii) all other Transactions as to which stockholders of   
the Company are called upon to vote.                                            

For purposes of this Agreement, (i) "PERSON" shall mean an individual,  
partnership, limited liability company, corporation, joint stock company, trust,
estate, joint venture, association or unincorporated organization, or any other 
entity or organization, including a government or political subdivision or any  
agency or instrumentality thereof, and (ii) "SHARES" shall mean any and all     
shares of capital stock of the Company which are entitled to vote in any        
election of the board of directors of the Company now owned and/or subsequently 
acquired by the Stockholder through purchase, gift, stock splits, stock         
dividends and the exercise of stock options.                                    

(b) The Stockholder agrees that during the term of this Agreement, the  
Stockholder shall attend or otherwise participate in all duly called stockholder
meetings and any adjournments of such meetings and in all actions by written    
consent of stockholders in which the Merger or any Transaction is being         
considered.                                                                     

   (c) The parties hereto agree and acknowledge that nothing in this Article I
or any other part of this Agreement shall be construed as requiring the         
Stockholder to propose, endorse, approve or recommend the Merger Agreement or   
the transactions contemplated thereby in the Stockholder's capacity as a        
director of the Company in any manner inconsistent with his fiduciary duties as 
director.                                                                       

SECTION 1.2.  NO PROXIES OR ENCUMBRANCES.  The Stockholder shall not    
(i) grant any proxies or enter into any voting trust or other agreement or      
arrangement with respect to the voting of any of the Shares in a manner which   
would be inconsistent with the provisions of this Agreement, (ii) sell, assign, 

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transfer, encumber or otherwise dispose of or enter into any contract, option or
other arrangement or understanding with respect to, the direct or indirect sale,
assignment, transfer, encumbrance or other disposition of any of his Shares or  
any interest therein except for Permitted Transfers to Permitted Transferees (as
such terms are defined below) or (iii) seek or solicit any of the foregoing. For
purposes of this Agreement, (i) "PERMITTED TRANSFEREE" means any Person         
controlled, directly or indirectly, by Stockholder, Stockholder's spouse and    
children, and any trust for the benefit of Stockholder, Stockholder's spouse or 
children, and (ii) each transfer to a Permitted Transferee shall constitute a   
"PERMITTED TRANSFER" only if it is a:                                           

      (i) transfer to a Permitted Transferee and, in the case of a Permitted
    Transferee, transfer to the Stockholder or to other Permitted Transferees of
    Stockholder; PROVIDED that, any such Permitted Transferee shall enter into a
  supplement to this Agreement, consented to in writing by Hain, agreeing to
be bound by the terms of this Agreement; or                             

(ii) pledge to a bank or securities firm of Stockholder's Shares
securing a bona fide loan; PROVIDED that the pledge agreement with the  
 pledgee shall provide that the Stockholder shall continue at all times to
have the right, from time to time, to vote and to give consents,        
   ratifications and waivers with respect to such pledged Shares; and PROVIDED
    FURTHER that any pledge agreement that Stockholder enters into shall provide
    that the pledgee shall give written notice to Hain at least 10 days prior to
    the date such pledgee takes any action to exercise any remedies with respect
to such Shares;                                                         

PROVIDED that no such transfer is in violation of applicable federal or state   
securities laws.                                                                

ARTICLE 2 

REPRESENTATIONS AND WARRANTIES

The Stockholder represents and warrants to Hain as follows:             

   SECTION 2.1.  VALID TITLE.  The Stockholder is the true and lawful owner of
100% of the Shares set forth next on the signature page to this Agreement, with 
full power to vote and dispose of such Shares, and there are no restrictions on 
the Stockholder's voting rights or rights of disposition pertaining to such     
Shares which would be inconsistent with this Agreement or interfere with        
Stockholder's performance of this Agreement.                                    

    SECTION 2.2.  NON-CONTRAVENTION.  The execution, delivery and performance by
the Stockholder of this Agreement and the consummation of the transactions      
contemplated hereby, do not and will not contravene or constitute a default     
under or give rise to a right of termination, cancellation or acceleration of   
any material right or obligation of the Stockholder or to a loss of any material
benefit of the Stockholder under any provision of applicable law or regulation  
or of any agreement, judgment, injunction, order, decree or other instrument    
binding on the Stockholder.                                                     

    SECTION 2.3.  AUTHORIZATION.  The execution, delivery and performance by the
Stockholder of this Agreement are within the Stockholder's powers and have been 
duly authorized by all necessary actions.                                       

SECTION 2.4.  BINDING EFFECT.  This Agreement constitutes a valid and   
binding agreement of the Stockholder, enforceable against the Stockholder in    
accordance with its terms, except as enforcement may be limited by bankruptcy,  
insolvency, moratorium or other similar laws relating to creditors' rights      
generally.                                                                      

SECTION 2.5.  NO OTHER SHARES.  The number of Shares set forth on the   
signature page to this Agreement are the only Shares owned by the Stockholder.  

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ARTICLE 3 

MISCELLANEOUS 

 SECTION 3.1.  NOTICES.  All notices, requests and other communications to
any party hereunder shall be deemed to have been duly given when delivered in   
person, by telegram, facsimile or by registered or certified mail (postage      
prepaid, return receipt requested) to such party at its address set forth on the
signature pages hereto.                                                         

  SECTION 3.2.  AMENDMENTS; NO WAIVERS.  (a) Any provision of this Agreement
may be amended or waived if, and only if, such amendment or waiver is in writing
and signed, in the case of an amendment, by each of the parties hereto, or in   
the case of a waiver, by the party against whom the waiver is to be effective.  

(b) No failure or delay by any party in exercising any right, power or  
privilege hereunder shall operate as a waiver thereof nor shall any single or   
partial exercise thereof preclude any other or further exercise thereof or the  
exercise of any other right, power or privilege. The rights and remedies herein 
provided shall be cumulative and not exclusive of any rights or remedies        
provided by law.                                                                

SECTION 3.3.  TERMINATION.  This Agreement shall automatically terminate
upon termination of the Merger Agreement in accordance with its terms.          

SECTION 3.4.  SEVERABILITY.  If any provision of this Agreement or the  
application of such provision to any party or set of circumstances shall, in any
jurisdiction and to any extent, be finally held invalid or unenforceable, such  
term or provision shall only be ineffective as to such jurisdiction, and only to
the extent of such invalidity or unenforceability, without invalidating or      
rendering unenforceable any other terms or provisions of this Agreement or under
any other circumstances, and the parties shall negotiate in good faith a        
substitute provision which comes as close as possible to the invalidated or     
unenforceable term or provision, and which puts each party in a position as     
nearly comparable as possible to the position it would have been in but for the 
finding of invalidity or unenforceability, while remaining valid and            
enforceable.                                                                    

SECTION 3.5.  ENTIRE AGREEMENT.  This Agreement constitutes the entire  
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral, among  
the parties with respect to the subject matter hereof.                          

SECTION 3.6.  SUCCESSORS AND ASSIGNS.  The provisions of this Agreement 
shall be binding upon and inure to the benefit of the parties hereto and their  
respective successors and assigns (and, in the case of the Stockholder, the     
heirs and executors of the Stockholder); provided that, except as permitted by  
Section 1.2 or by will or intestacy, no party may assign, delegate or otherwise 
transfer all or any of his or its rights or obligations under this Agreement    
without the consent of the other party hereto.                                  

   SECTION 3.7.  COUNTERPARTS; EFFECTIVENESS.  This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same   
effect as if the signatures thereto and hereto were upon the same instrument.   
This Agreement shall become effective when each party shall have received       
counterparts (or signature pages) hereof signed by all of the other parties.    

SECTION 3.8.  GOVERNING LAW; SPECIFIC PERFORMANCE.  The terms of this   
Agreement shall be construed in accordance with and governed by the law of the  
State of Delaware (without regard to principles of conflict of laws). Each of   
the parties acknowledges and agrees that the parties' respective remedies at law
for a breach or threatened breach of any of the provisions of this Agreement    
would be inadequate and, in recognition of that fact, each agrees that, in the  
event of a breach or threatened breach by any party of the provisions of this   
Agreement, in addition to any remedies at law, each party, without posting any  
bond, shall be entitled to seek equitable relief in the form of specific        
performance,                                                                    

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a temporary restraining order, a temporary or permanent injunction or any other 
equitable remedy which may then be available.                                   

   SECTION 3.9.  EXPENSES.  All costs and expenses incurred in connection with
this Agreement shall be paid by the party incurring such cost or expense.       

  SECTION 3.10.  CERTAIN EVENTS.  The Stockholder agrees that this Agreement
and the obligations hereunder shall attach to its Shares and shall be binding   
upon any Person to which legal or beneficial ownership of such shares shall     
pass, whether by operation of law or otherwise.                                 

 SECTION 3.11.  NO REVOCATION.  The voting agreements contained herein are
coupled with an interest and may not be revoked prior to termination of this    
Agreement in accordance with Section 3.3, except by written consent of Hain.    

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or 
caused this Agreement to be duly executed by their respective authorized        
officers or representatives, as of the day and year first above written.        

                                                                [Download Table]
                                            
THE HAIN FOOD GROUP, INC.                   

By:  /s/ IRWIN D. SIMON                     
     ---------------------------------------
Its: Chairman of the Board, President and   
Chief Executive Officer                     

Address: 50 Charles Lindbergh Boulevard,    
        Uniondale, New York 11553           

STOCKHOLDER:                                

     /s/ MO SIEGEL                          
     ---------------------------------------
     Mo Siegel                              

Number of Shares Owned: 243,728*            
*Includes 733 ESOP shares                   

Address: 1919 14th Street                   
        Suite 609                           
        Boulder, CO 80302-5325              

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                                                                         ANNEX D

[LETTERHEAD OF BEAR, STEARNS & CO. INC.]

March 5, 2000                                                                   

The Hain Food Group, Inc.                                                       
50 Charles Lindbergh Blvd.                                                      
Uniondale, NY 11553                                                             

Attention: Board of Directors                                           

Ladies and Gentlemen:                                                           

We understand that The Hain Food Group, Inc. ("Hain") and Celestial     
Seasonings, Inc. ("Celestial") intend to enter into an Agreement and Plan of    
Merger to be dated March 5, 2000 (the "Agreement") pursuant to which a newly    
formed, wholly owned subsidiary of Hain would be merged with and into Celestial 
(the "Transaction"). Pursuant to the Agreement, each issued and outstanding     
share of common stock, par value $0.01 per share, of Celestial (the "Celestial  
Common Stock") will be converted into the right to receive 1.265 shares (the    
"Exchange Ratio") of common stock, par value $0.01 per share, of Hain (the "Hain
Common Stock" and, together with the Celestial Common Stock, the "Common        
Stock"). You have provided us with a draft of the Agreement dated March 5, 2000.

   You have asked us to render our opinion as to whether the Exchange Ratio is
fair, from a financial point of view, to Hain.                                  

In the course of performing our review and analyses for rendering this  
opinion, we have:                                                               

- reviewed a draft of the Agreement dated March 5, 2000;                

- reviewed Hain's Annual Reports to Shareholders and Annual Reports on  
    Form 10-K for the fiscal years ended June 30, 1997 through 1999, and its
 Quarterly Reports on Form 10-Q for the periods ended September 30 and
December 31, 1999;                                                  

   - reviewed certain operating and financial information, including financial
     forecasts, provided to or discussed with us by Hain's management relating
to Hain's business and prospects;                                   

   - reviewed certain estimates of cost savings and other combination benefits
      anticipated to result from the Transaction, prepared by and provided to or
discussed with us by Hain's management;                             

- met with certain members of Hain's senior management to discuss Hain's
business, operations, historical and projected financial results and
future prospects;                                                   

   - reviewed Celestial's Annual Reports to Shareholders and Annual Reports on
     Form 10-K for the fiscal years ended September 30, 1997 through 1999, and
     its Quarterly Report on Form 10-Q for the period ended December 31, 1999;

   - reviewed certain operating and financial information, including financial
 forecasts, provided to or discussed with us by Celestial's management
relating to Celestial's business and prospects;                     

- met with certain members of Celestial's senior management to discuss  
Celestial's business, operations, historical and projected financial
results and future prospects;                                       

  - reviewed the historical prices, trading multiples and trading volumes of
the Common Stock;                                                   

   - reviewed publicly available financial data, stock market performance data
      and trading multiples of companies which we deemed generally comparable to
Hain and Celestial or otherwise relevant to our analysis;           

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  - reviewed the terms of recent mergers and acquisitions of companies which
we deemed generally comparable to Celestial and the Transaction or  
otherwise relevant to our analysis;                                 

- considered such other information and conducted such other studies,   
analyses, inquiries and investigations as we deemed appropriate.    

In the course of our review, we have relied upon and assumed, without   
independent verification, the accuracy and completeness of the financial and    
other information, including without limitation the financial forecasts and     
synergy estimates, provided to us by Hain and Celestial. With respect to Hain's 
and Celestial's projected financial results and the potential synergies that    
could be achieved upon consummation of the Transaction, we have assumed that    
they have been reasonably prepared on bases reflecting the best currently       
available estimates and judgments of the senior managements of Hain and         
Celestial as to the expected future performance of Hain and Celestial,          
respectively. We have not assumed any responsibility for the independent        
verification of any such information or of the financial forecasts and synergy  
estimates provided to us, and we have further relied upon the assurances of the 
senior managements of Hain and Celestial that they are unaware of any facts that
would make the information, financial forecasts and synergy estimates provided  
to us incomplete or misleading.                                                 

In arriving at our opinion, we have not performed or obtained any       
independent evaluation or appraisal of the assets or liabilities (contingent or 
otherwise) of Hain or Celestial, nor have we been furnished with any such       
evaluation or appraisal. We have assumed that the Transaction: (i) will qualify 
as a tax-free "reorganization" within the meaning of Section 368(a) of the      
Internal Revenue Code, and (ii) will be accounted for as a pooling-of-interests 
in accordance with U.S. GAAP. We also assume that the Transaction will be       
consummated in accordance with the terms described in the Agreement, without the
waiver of any material condition and with all necessary material consents and   
approvals having been obtained without any limitations, restrictions,           
conditions, amendments or modifications that collectively would be material to  
our analysis. Representatives of Hain have advised us, and therefore we have    
assumed, that the final terms of the Agreement will not vary materially from    
those set forth in the draft reviewed by us.                                    

 We do not express any opinion as to the price or range of prices at which
the Common Stock may trade subsequent to the announcement of the Transaction or 
as to the price or range of prices at which Hain Common Stock may trade         
subsequent to the consummation of the Transaction.                              

We have acted as a financial advisor to Hain in connection with the     
Transaction and will receive a customary fee for such services, including the   
rendering of this opinion, a substantial portion of which is contingent on      
successful consummation of the Transaction. Bear Stearns has been previously    
engaged by Hain to provide certain investment banking and financial advisory    
services for which we received customary fees. In the ordinary course of        
business, Bear Stearns may actively trade the securities of Hain or Celestial   
for our own account and for the accounts of our customers and, accordingly, may 
at any time hold a long or short position in such securities.                   

    It is understood that this letter is intended for the benefit and use of the
Board of Directors of Hain and does not constitute a recommendation to the Board
of Directors of Hain or any holders of Hain Common Stock as to how to vote in   
connection with the Transaction. This opinion does not address Hain's underlying
business decision to pursue the Transaction. This letter is not to be used for  
any other purpose, or be reproduced, disseminated, quoted from or referred to at
any time, in whole or in part, without our prior written consent; provided,     
however, that this letter may be included in its entirety in any joint proxy    
statement/prospectus to be distributed to the holders of Hain Common Stock in   
connection with the Transaction.                                                

 Our opinion is subject to the assumptions and conditions contained herein
and is necessarily based on economic, market and other conditions, and the      
information made available to us, as they exist and                             

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can be evaluated as of the date hereof. With your consent, we have no           
obligation, and do not intend, to update or revise this letter after the date   
hereof.                                                                         

Based on and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair, from a financial point of view, to     
Hain.                                                                           

Very truly yours,                                                               

BEAR, STEARNS & CO. INC.                                                        

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                                                                         ANNEX E

GOLDMAN, SACHS & CO.
85 BROAD STREET 
NEW YORK, NEW YORK 10004
(212) 902-1000

March 5, 2000                                                                   

Board of Directors                                                              
Celestial Seasonings, Inc.                                                      
4600 Sleepytime Drive                                                           
Boulder, CO 80301                                                               

Ladies and Gentlemen:                                                           

   You have requested our opinion as to the fairness from a financial point of
view to the holders of the outstanding shares of Common Stock, par value $0.01  
per share (the "Company Shares"), of Celestial Seasonings, Inc. (the "Company") 
of the exchange ratio of 1.265 shares of Common Stock, par value $0.01 per share
(the "Hain Shares"), of The Hain Food Group, Inc. ("Hain") to be received for   
each Company Share (the "Exchange Ratio") pursuant to the Agreement and Plan of 
Merger, dated as of March 5, 2000, by and between Hain and the Company (the     
"Agreement").                                                                   

Goldman, Sachs & Co., as part of its investment banking business, is    
continually engaged in the valuation of businesses and their securities in      
connection with mergers and acquisition, negotiated underwritings, competitive  
biddings, secondary distributions of listed and unlisted securities, private    
placements and valuations for estate, corporate and other purposes. We are      
familiar with the Company having acted as its financial advisor in connection   
with, and having participated in certain of the negotiations leading to, the    
Agreement. Goldman, Sachs & Co. provides a full range of financial advisory and 
securities services and, in the course of its normal trading activities, may    
from time to time effect transactions and hold securities, including derivative 
securities, of the Company or Hain for its own account and for the accounts of  
customers. Goldman, Sachs & Co. may provide investment banking services to Hain 
and its subsidiaries in the future.                                             

  In connection with this opinion, we have reviewed, among other things, the
Agreement; Annual Reports to Stockholders and Annual Reports on Form 10-K of the
Company and Hain for the five fiscal years ended September 30, 1999 and         
June 30, 1999, respectively; certain interim reports to stockholders and        
Quarterly Reports on Form 10-Q of the Company and Hain; certain other           
communications from the Company and Hain to their respective stockholders; and  
certain internal financial analyses and forecasts for the Company and Hain      
prepared by their respective managements, including certain cost savings and    
operating synergies projected by the managements of the Company and Hain to     
result from the transaction contemplated by the Agreement (the "Synergies"). We 
also have held discussions with members of the senior managements of the Company
and Hain regarding their assessment of the strategic rationale for, and the     
potential benefits of, the transaction contemplated by the Agreement and the    
past and current business operations, financial condition and future prospects  
of their respective companies. In addition, we have reviewed the reported price 
and trading activity for the Company Shares and the Hain Shares, compared       
certain financial and stock market information for the Company and Hain with    
similar information for certain other companies the securities of which are     
publicly traded, reviewed the financial terms of certain recent business        
combinations in the food industry specifically and in other industries generally
and performed such other studies and analyses as we considered appropriate.     

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 We have relied upon the accuracy and completeness of all of the financial
and other information discussed with or reviewed by us and have assumed such    
accuracy and completeness for purposes of rendering this opinion. In that       
regard, we have assumed with your consent that the internal financial forecasts 
prepared by the management of Hain and the Synergies have been reasonably       
prepared on a basis reflecting the best currently available estimates and       
judgments of the Company and Hain. In addition, we have not made an independent 
evaluation or appraisal of the assets and liabilities of the Company or Hain or 
any of their subsidiaries and we have not been furnished with any such          
evaluation or appraisal. We also have assumed with your consent that the        
transaction contemplated by the Agreement will be accounted for as a            
pooling-of-interests under generally accepted accounting principles. We were not
requested to solicit, and did not solicit, interest from other parties with     
respect to an acquisition of or other business combination with the Company. Our
advisory services and the opinion expressed herein are provided for the         
information and assistance of the Board of Directors of the Company in          
connection with its consideration of the transaction contemplated by the        
Agreement and such opinion does not constitute a recommendation as to how any   
holder of Company Shares should vote with respect to such transaction.          

    Based upon and subject to the foregoing and based upon such other matters as
we consider relevant, it is our opinion that as of the date hereof the Exchange 
Ratio pursuant to the Agreement is fair from a financial point of view to the   
holders of Company Shares.                                                      

Very truly yours,                                                               
Goldman, Sachs & Co.                                                            

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                                                                         ANNEX F

THE HAIN CELESTIAL GROUP, INC.
AMENDED AND RESTATED
1994 LONG TERM INCENTIVE AND STOCK AWARD PLAN 

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THE HAIN CELESTIAL GROUP, INC.

AMENDED AND RESTATED
1994 LONG TERM INCENTIVE AND STOCK AWARD PLAN 

                                                                [Download Table]

SECTION                                                                     PAGE
-------                                                                     ----
                                                                                
1.       Purposes.........................................................     1

2.       Definitions......................................................     1

3.       Administration...................................................     2

         (a)  Authority of the Committee..................................     2
         (b)  Manner of Exercise of Committee Authority...................     3
         (c)  Limitation of Liability.....................................     3

4.       Shares Subject to the Plan.......................................     4

5.       Specific Terms of Awards.........................................     4

         (a)  General.....................................................     4
         (b)  Options.....................................................     5
         (c)  SARs........................................................     5
         (d)  Restricted Shares...........................................     5
         (e)  Restricted Share Units......................................     6
         (f)  Performance Shares and Performance Units....................     6
         (g)  Dividend Equivalents........................................     7
         (h)  Other Share-Based Awards....................................     7

6.       Certain Provisions Applicable to Awards..........................     8

         (a)  Stand-Alone, Additional, Tandem and Substitute Awards.......     8
         (b)  Terms of Awards.............................................     8
         (c)  Form of Payment Under Awards................................     8
         (d)  Nontransferability..........................................     8

7.       General Provisions...............................................     8

         (a)  Compliance with Legal and Trading Requirements..............     8
         (b)  No Right to Continued Employment or Service.................     9
         (c)  Taxes.......................................................     9
         (d)  Changes to the Plan and Awards..............................     9
         (e)  No Rights to Awards; No Shareholder Rights..................     9
         (f)  Unfunded Status of Awards...................................     9
         (g)  Nonexclusivity of the Plan..................................     9
         (h)  Not Compensation for Benefit Plans..........................     9
         (i)  No Fractional Shares........................................    10
         (j)  Governing Law...............................................    10
         (k)  Effective Date; Plan Termination............................    10
         (l)  Titles and Headings.........................................    10

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THE HAIN CELESTIAL GROUP, INC.

AMENDED AND RESTATED
1994 LONG TERM INCENTIVE AND STOCK AWARD PLAN 

   1.  PURPOSES.  The purposes of the 1994 Long Term Incentive and Stock Award
Plan are to advance the interests of The Hain Celestial Group, Inc. and its     
stockholders by providing a means to attract, retain, and motivate employees and
directors of the Company upon whose judgment, initiative and efforts the        
continued success, growth and development of the Company is dependent.          

2.  DEFINITIONS.  For purposes of the Plan, the following terms shall be
defined as set forth below:                                                     

    (a) "Affiliate" means any entity other than the Company and its Subsidiaries
that is designated by the Board or the Committee as a participating employer    
under the Plan, provided that the Company directly or indirectly owns at least  
20% of the combined voting power of all classes of stock of such entity or at   
least 20% of the ownership interests in such entity.                            

   (b) "Award" means any Option, SAR, Restricted Share, Restricted Share Unit,
Performance Share, Performance Unit, Dividend Equivalent, or Other Share-Based  
Award granted to an Eligible Employee under the Plan.                           

(c) "Award Agreement" means any written agreement, contract, or other   
instrument or document evidencing an Award.                                     

    (d) "Beneficiary" means the person, persons, trust or trusts which have been
designated by an Eligible Employee in his or her most recent written beneficiary
designation filed with the Company to receive the benefits specified under this 
Plan upon the death of the Eligible Employee, or, if there is no designated     
Beneficiary or surviving designated Beneficiary, then the person, persons, trust
or trusts entitled by will or the laws of descent and distribution to receive   
such benefits.                                                                  

(e) "Board" means the Board of Directors of the Company.                

   (f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to any provision of the Code shall be deemed to include        
successor provisions thereto and regulations thereunder.                        

    (g) "Committee" means the Compensation Committee of the Board, or such other
Board committee as may be designated by the Board to administer the Plan;       
PROVIDED, HOWEVER, that the Committee shall consist of two or more directors of 
the Company, each of whom is a "non-employee person" within the meaning of      
Rule 16b-3 under the Exchange Act, to the extent applicable, and each of whom is
an "outside director" within the meaning of Section 162(m) of the Code, to the  
extent applicable.                                                              

   (h) "Company" means The Hain Celestial Group, Inc., a corporation organized
under the laws of Delaware, or any successor corporation.                       

(i) "Dividend Equivalent" means a right, granted under Section 5(g), to 
receive cash, Shares, or other property equal in value to dividends paid with   
respect to a specified number of Shares. Dividend Equivalents may be awarded on 
a free-standing basis or in connection with another Award, and may be paid      
currently or on a deferred basis.                                               

    (j) "Eligible Employee" means an employee of the Company or its Subsidiaries
and Affiliates, including any director who is an employee, who is responsible   
for or contributes to the management, growth and/or profitability of the        
business of the Company, its Subsidiaries or Affiliates.                        

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(k) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time. References to any provision of the Exchange Act shall be     
deemed to include successor provisions thereto and regulations thereunder.      

    (l) "Fair Market Value" means, with respect to Shares or other property, the
fair market value of such Shares or other property determined by such methods or
procedures as shall be established from time to time by the Committee. Unless   
otherwise determined by the Committee in good faith, the Fair Market Value of   
Shares as of any given date prior to the existence of a public market for the   
Company's Shares shall mean the Company's book value. Thereafter, unless        
otherwise determined by the Committee in good faith, the Fair Market Value of   
Shares shall mean the mean between the high and low selling prices per Share on 
the immediately preceding date (or, if the Shares were not traded on that day,  
the next preceding day that the Shares were traded).                            

(m) "ISO" means any Option intended to be and designated as an incentive
stock option within the meaning of Section 422 of the Code.                     

(n) "NQSO" means any Option that is not an ISO.                         

(o) "Option" means a right, granted under Section 5(b) or Section 7, to 
purchase Shares.                                                                

(p) "Other Share-Based Award" means a right, granted under Section 5(h),
that relates to or is valued by reference to Shares.                            

  (q) "Participant" means an Eligible Employee who has been granted an Award
under the Plan.                                                                 

(r) "Performance Share" means a performance share granted under         
Section 5(f).                                                                   

   (s) "Performance Unit" means a performance unit granted under Section 5(f).

(t) "Plan" means this 1994 Long Term Incentive and Stock Award Plan.    

   (u)"Restricted Shares" means an Award of Shares under Section 5(d) that may
be subject to certain restrictions and to a risk of forfeiture.   

 (v) "Restricted Share Unit" means a right, granted under Section 5(e), to
receive Shares or cash at the end of a specified deferral period.               

(w) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and   
applicable to the Plan and Participants, promulgated by the Securities and      
Exchange Commission under Section 16 of the Exchange Act.                       

(x) "SAR" or "Share Appreciation Right" means the right, granted under  
Section 5(c), to be paid an amount measured by the difference between the       
exercise price of the right and the Fair Market Value of Shares on the date of  
exercise of the right, with payment to be made in cash, Shares, or property as  
specified in the Award or determined by the Committee.                          

  (y) "Shares" means common stock, $.01 par value per share, of the Company.

(z) "Subsidiary" means any corporation (other than the Company) in an   
unbroken chain of corporations beginning with the Company if each of the        
corporations (other than the last corporation in the unbroken chain) owns shares
possessing 50% or more of the total combined voting power of all classes of     
stock in one of the other corporations in the chain.                            

3.  ADMINISTRATION.                                                     

(a) Authority of the Committee. The Plan shall be administered by the   
Committee, and the Committee shall have full and final authority to take the    
following actions, in each case subject to and consistent with the provisions of
the Plan:                                                                       

(i) to select Eligible Employees to whom Awards may be granted; 

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(ii) to designate Affiliates;                                   

    (iii) to determine the type or types of Awards to be granted to each
Eligible Employee;                                                      

  (iv) to determine the type and number of Awards to be granted, the
  number of Shares to which an Award may relate, the terms and conditions of
any Award granted under the Plan (including, but not limited to, any    
   exercise price, grant price, or purchase price, and any bases for adjusting
 such exercise, grant or purchase price, any restriction or condition, any
    schedule for lapse of restrictions or conditions relating to transferability
or forfeiture, exercisability, or settlement of an Award, and waiver or 
   accelerations thereof, and waivers of performance conditions relating to an
Award, based in each case on such considerations as the Committee shall 
determine), and all other matters to be determined in connection with an
Award;                                                                  

      (v) to determine whether, to what extent, and under what circumstances
  an Award may be settled, or the exercise price of an Award may be paid, in
    cash, Shares, other Awards, or other property, or an Award may be cancelled,
forfeited, exchanged, or surrendered;                                   

       (vi) to determine whether, to what extent, and under what circumstances
cash, Shares, other Awards, or other property payable with respect to an
Award will be deferred either automatically, at the election of the     
Committee, or at the election of the Eligible Employee;                 

      (vii) to prescribe the form of each Award Agreement, which need not be
identical for each Eligible Employee;                                   

  (viii) to adopt, amend, suspend, waive, and rescind such rules and
  regulations and appoint such agents as the Committee may deem necessary or
advisable to administer the Plan;                                       

  (ix) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan and to construe and interpret the Plan and any
Award, rules and regulations, Award Agreement, or other instrument      
hereunder;                                                              

     (x) to make all other decisions and determinations as may be required
under the terms of the Plan or as the Committee may deem necessary or   
advisable for the administration of the Plan.                           

    (b) MANNER OF EXERCISE OF COMMITTEE AUTHORITY. The Committee shall have sole
discretion in exercising its authority under the Plan. Any action of the        
Committee with respect to the Plan shall be final, conclusive, and binding on   
all persons, including the Company, Subsidiaries, Affiliates, Eligible          
Employees, any person claiming any rights under the Plan from or through any    
Eligible Employee, and shareholders. The express grant of any specific power to 
the Committee, and the taking of any action by the Committee, shall not be      
construed as limiting any power or authority of the Committee. The Committee may
delegate to officers or managers of the Company or any Subsidiary or Affiliate  
the authority, subject to such terms as the Committee shall determine, to       
perform administrative functions and, with respect to Awards granted to persons 
not subject to Section 16 of the Exchange Act, to perform such other functions  
as the Committee may determine, to the extent permitted under Rule 16b-3 (if    
applicable) and applicable law.                                                 

   (c) LIMITATION OF LIABILITY. Each member of the Committee shall be entitled
to, in good faith, rely or act upon any report or other information furnished to
him or her by any officer or other employee of the Company or any Subsidiary or 
Affiliate, the Company's independent certified public accountants, or other     
professional retained by the Company to assist in the administration of the     
Plan. No member of the Committee, nor any officer or employee of the Company    
acting on behalf of the Committee, shall be personally liable for any action,   
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Committee and any officer or employee of the       
Company acting on their behalf shall, to the extent permitted by law, be fully  
indemnified and protected by the Company with respect to any such action,       
determination, or interpretation.                                               

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4.  SHARES SUBJECT TO THE PLAN.                                         

(a) Subject to adjustment as hereinafter provided, the total number of  
Shares reserved for issuance in connection with Awards under the Plan shall be  
6,400,000. No Award may be granted if the number of Shares to which such Award  
relates, when added to the number of Shares previously issued under the Plan,   
exceeds the number of Shares reserved under the preceding sentence. If any      
Awards are forfeited, cancelled, exchanged or surrendered or such Award is      
settled in cash or otherwise terminates without a distribution of Shares to the 
Participant, any Shares counted against the number of Shares reserved and       
available under the Plan with respect to such Award shall, to the extent of any 
such forfeiture, settlement, termination, cancellation, exchange or surrender,  
again be available for Awards under the Plan; PROVIDED, HOWEVER, that in the    
case of forfeiture, cancellation, exchange or surrender of Restricted Shares or 
Restricted Share Units with respect to which dividends or Dividend Equivalents  
have been paid or accrued, such number of Shares shall not be available for     
Awards unless, in the case of Shares with respect to which dividends or Dividend
Equivalents were accrued but unpaid, such dividends and Dividend Equivalents are
also forfeited, cancelled, exchanged or surrendered. Upon the exercise of any   
Award granted in tandem with any other Awards, such related Awards shall be     
cancelled to the extent of the number of Shares as to which the Award is        
exercised.                                                                      

 (b) Subject to adjustment as provided in Section 4(d) hereof, the maximum
number of Shares with respect to which Options or SARs may be granted during a  
calendar year to any Eligible Employee under this Plan shall be 1,000,000       
Shares.                                                                         

   (c) Any Shares distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Shares or treasury Shares including Shares     
acquired by purchase in the open market or in private transactions.             

(d) In the event that the Committee shall determine that any dividend in
Shares, recapitalization, Share split, reverse split, reorganization, merger,   
consolidation, spin-off, combination, repurchase, or share exchange, or other   
similar corporate transaction or event, affects the Shares such that an         
adjustment is appropriate in order to prevent dilution or enlargement of the    
rights of Eligible Employees under the Plan, then the Committee shall make such 
equitable changes or adjustments as it deems appropriate and, in such manner as 
it may deem equitable, adjust any or all of (i) the number and kind of Shares   
which may thereafter be issued under the Plan, (ii) the number and kind of      
Shares issued or issuable in respect of outstanding Awards, and (iii) the       
exercise price, grant price, or purchase price relating to any Award; PROVIDED, 
HOWEVER, in each case that, with respect to ISOs, such adjustment shall be made 
in accordance with Section 424(a) of the Code, unless the Committee determines  
otherwise. In addition, the Committee is authorized to make adjustments in the  
terms and conditions of, and the criteria and performance objectives included   
in, Awards in recognition of unusual or non-recurring events (including, without
limitation, events described in the preceding sentence) affecting the Company or
any Subsidiary or Affiliate or the financial statements of the Company or any   
Subsidiary or Affiliate, or in response to changes in applicable laws,          
regulations, or accounting principles.                                          

5.  SPECIFIC TERMS OF AWARDS.                                           

   (a) GENERAL. Awards may be granted on the terms and conditions set forth in
this Section 5. In addition, the Committee may impose on any Award or the       
exercise thereof, at the date of grant or thereafter (subject to Section 8(d)), 
such additional terms and conditions, not inconsistent with the provisions of   
the Plan, as the Committee shall determine, including terms regarding forfeiture
of Awards or continued exercisability of Awards in the event of termination of  
employment by the Eligible Employee.                                            

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(b) OPTIONS. The Committee is authorized to grant Options, which may be 
NQSOs or ISOs, to Eligible Employees on the following terms and conditions:     

     (i) EXERCISE PRICE. The exercise price per Share purchasable under an
   Option shall be determined by the Committee, and the Committee may, without
limitation, set an exercise price that is based upon achievement of     
performance criteria if deemed appropriate by the Committee.            

      (ii) TIME AND METHOD OF EXERCISE. The Committee shall determine at the
date of grant or thereafter the time or times at which an Option may be 
exercised in whole or in part (including, without limitation, upon      
    achievement of performance criteria if deemed appropriate by the Committee),
 the methods by which such exercise price may be paid or deemed to be paid
   (including, without limitation, broker-assisted exercise arrangements), the
   form of such payment (including, without limitation, cash, Shares, notes or
    other property), and the methods by which Shares will be delivered or deemed
to be delivered to Eligible Employees.                                  

       (iii) ISOS. The terms of any ISO granted under the Plan shall comply in
  all respects with the provisions of Section 422 of the Code, including but
 not limited to the requirement that no ISO shall be granted more than ten
years after the effective date of the Plan. ISOs may only be granted to 
employees of the Company or a Subsidiary.                               

(c) SARS. The Committee is authorized to grant SARs (Share Appreciation 
Rights) to Eligible Employees on the following terms and conditions:            

     (i) RIGHT TO PAYMENT. An SAR shall confer on the Eligible Employee to
whom it is granted a right to receive with respect to each Share subject
  thereto, upon exercise thereof, the excess of (1) the Fair Market Value of
  one Share on the date of exercise (or, if the Committee shall so determine
    in the case of any such right, including, in the Committee's discretion, one
  related to an ISO, the Fair Market Value of one Share at any time during a
    specified period before or after the date of exercise) over (2) the exercise
  price of the SAR as determined by the Committee as of the date of grant of
  the SAR (or, in the case of an SAR granted in tandem with an option, shall
be equal to the exercise price of the underlying option).               

        (ii) OTHER TERMS. The Committee shall determine, at the time of grant or
  thereafter, the time or times at which an SAR may be exercised in whole or
    in part, the method of exercise, method of settlement, form of consideration
    payable in settlement, method by which Shares will be delivered or deemed to
    be delivered to Eligible Employees, whether or not an SAR shall be in tandem
   with any other Award, and any other terms and conditions of any SAR. Unless
the Committee determines otherwise, an SAR (1) granted in tandem with an
   NQSO may be granted at the time of grant of the related NQSO or at any time
  thereafter or (2) granted in tandem with an ISO may only be granted at the
time of grant of the related ISO.                                       

(d) RESTRICTED SHARES. The Committee is authorized to grant Restricted  
Shares to Eligible Employees on the following terms and conditions:             

    (i) ISSUANCE AND RESTRICTIONS. Restricted Shares shall be subject to
   such restrictions on transferability and other restrictions, if any, as the
   Committee may impose at the date of grant or thereafter, which restrictions
may lapse separately or in combination at such times, under such        
circumstances (including, without limitation, upon achievement of       
performance criteria if deemed appropriate by the Committee), in such   
 installments, or otherwise, as the Committee may determine. Except to the
extent restricted under the Award Agreement relating to the Restricted  
    Shares, an Eligible Employee granted Restricted Shares shall have all of the
rights of a shareholder including, without limitation, the right to vote
Restricted Shares and the right to receive dividends thereon.           

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        (ii) FORFEITURE. Except as otherwise determined by the Committee, at the
date of grant or thereafter, upon termination of employment during the  
   applicable restriction period, Restricted Shares and any accrued but unpaid
dividends or Dividend Equivalents that are at that time subject to      
  restrictions shall be forfeited; PROVIDED, HOWEVER, that the Committee may
  provide, by rule or regulation or in any Award Agreement, or may determine
   in any individual case, that restrictions or forfeiture conditions relating
to Restricted Shares will be waived in whole or in part in the event of 
    terminations resulting from specified causes, and the Committee may in other
cases waive in whole or in part the forfeiture of Restricted Shares.    

       (iii) CERTIFICATES FOR SHARES. Restricted Shares granted under the Plan
may be evidenced in such manner as the Committee shall determine. If    
 certificates representing Restricted Shares are registered in the name of
 the Eligible Employee, such certificates shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such 
  Restricted Shares, and the Company shall retain physical possession of the
certificate.                                                            

        (iv) DIVIDENDS. Dividends paid on Restricted Shares shall be either paid
at the dividend payment date, or deferred for payment to such date as   
    determined by the Committee, in cash or in unrestricted Shares having a Fair
 Market Value equal to the amount of such dividends. Shares distributed in
connection with a Share split or dividend in Shares, and other property 
 distributed as a dividend, shall be subject to restrictions and a risk of
    forfeiture to the same extent as the Restricted Shares with respect to which
such Shares or other property has been distributed.                     

   (e) RESTRICTED SHARE UNITS. The Committee is authorized to grant Restricted
Share Units to Eligible Employees, subject to the following terms and           
conditions:                                                                     

       (i) AWARD AND RESTRICTIONS. Delivery of Shares or cash, as the case may
be, will occur upon expiration of the deferral period specified for     
   Restricted Share Units by the Committee (or, if permitted by the Committee,
 as elected by the Eligible Employee). In addition, Restricted Share Units
 shall be subject to such restrictions as the Committee may impose, if any
  (including, without limitation, the achievement of performance criteria if
 deemed appropriate by the Committee), at the date of grant or thereafter,
   which restrictions may lapse at the expiration of the deferral period or at
earlier or later specified times, separately or in combination, in      
installments or otherwise, as the Committee may determine.              

        (ii) FORFEITURE. Except as otherwise determined by the Committee at date
   of grant or thereafter, upon termination of employment (as determined under
    criteria established by the Committee) during the applicable deferral period
   or portion thereof to which forfeiture conditions apply (as provided in the
  Award Agreement evidencing the Restricted Share Units), or upon failure to
   satisfy any other conditions precedent to the delivery of Shares or cash to
 which such Restricted Share Units relate, all Restricted Share Units that
are at that time subject to deferral or restriction shall be forfeited; 
   PROVIDED, HOWEVER, that the Committee may provide, by rule or regulation or
in any Award Agreement, or may determine in any individual case, that   
restrictions or forfeiture conditions relating to Restricted Share Units
will be waived in whole or in part in the event of termination resulting
  from specified causes, and the Committee may in other cases waive in whole
or in part the forfeiture of Restricted Share Units.                    

    (f) PERFORMANCE SHARES AND PERFORMANCE UNITS. The Committee is authorized to
grant Performance Shares or Performance Units or both to Eligible Employees on  
the following terms and conditions:                                             

   (i) PERFORMANCE PERIOD. The Committee shall determine a performance
  period (the "Performance Period") of one or more years and shall determine
   the performance objectives for grants of Performance Shares and Performance
 Units. Performance objectives may vary from Eligible Employee to Eligible
   Employee and shall be based upon such performance criteria as the Committee
    may deem appropriate. Performance Periods may overlap and Eligible Employees
may                                                                     

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participate simultaneously with respect to Performance Shares and       
 Performance Units for which different Performance Periods are prescribed.

(ii) AWARD VALUE. At the beginning of a Performance Period, the 
 Committee shall determine for each Eligible Employee or group of Eligible
Employees with respect to that Performance Period the range of number of
  Shares, if any, in the case of Performance Shares, and the range of dollar
   values, if any, in the case of Performance Units, which may be fixed or may
   vary in accordance with such performance or other criteria specified by the
 Committee, which shall be paid to an Eligible Employee as an Award if the
  relevant measure of Company performance for the Performance Period is met.

      (iii) SIGNIFICANT EVENTS. If during the course of a Performance Period
 there shall occur significant events as determined by the Committee which
the Committee expects to have a substantial effect on a performance     
objective during such period, the Committee may revise such objective;  
PROVIDED, HOWEVER, that in no event shall any provision of the Plan be  
    construed as granting to the Committee any discretion to increase the amount
    of compensation payable under any Award to the extent such an increase would
   cause the Award to lose its qualification as performance-based compensation
for purposes of Section 162(m)(4)(C) of the Code and the regulations    
   thereunder, and the Committee shall have no such discretion notwithstanding
any provision of the Plan to the contrary.                              

        (iv) FORFEITURE. Except as otherwise determined by the Committee, at the
date of grant or thereafter, upon termination of employment during the  
   applicable Performance Period, Performance Shares and Performance Units for
 which the Performance Period was prescribed shall be forfeited; PROVIDED,
HOWEVER, that the Committee may provide, by rule or regulation or in any
  Award Agreement, or may determine in an individual case, that restrictions
or forfeiture conditions relating to Performance Shares and Performance 
Units will be waived in whole or in part in the event of terminations   
   resulting from specified causes, and the Committee may in other cases waive
in whole or in part the forfeiture of Performance Shares and Performance
Units.                                                                  

      (v) PAYMENT. Each Performance Share or Performance Unit may be paid in
   whole Shares, or cash, or a combination of Shares and cash either as a lump
    sum payment or in annual installments, all as the Committee shall determine,
at the time of grant of the Performance Share or Performance Unit or    
  otherwise, commencing as soon as practicable after the end of the relevant
Performance Period.                                                     

(g) DIVIDEND EQUIVALENTS. The Committee is authorized to grant Dividend 
Equivalents to Eligible Employees. The Committee may provide, at the date of    
grant or thereafter, that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in additional Shares, or     
other investment vehicles as the Committee may specify, provided that Dividend  
Equivalents (other than freestanding Dividend Equivalents) shall be subject to  
all conditions and restrictions of the underlying Awards to which they relate.  

(h) OTHER SHARE-BASED AWARDS. The Committee is authorized, subject to   
limitations under applicable law, to grant to Eligible Employees such other     
Awards that may be denominated or payable in, valued in whole or in part by     
reference to, or otherwise based on, or related to, Shares, as deemed by the    
Committee to be consistent with the purposes of the Plan, including, without    
limitation, unrestricted shares awarded purely as a "bonus" and not subject to  
any restrictions or conditions, other rights convertible or exchangeable into   
Shares, purchase rights for Shares, Awards with value and payment contingent    
upon performance of the Company or any other factors designated by the          
Committee, and Awards valued by reference to the performance of specified       
Subsidiaries or Affiliates. The Committee shall determine the terms and         
conditions of such Awards at date of grant or thereafter. Shares delivered      
pursuant to an Award in the nature of a purchase right granted under this       
Section 5(h) shall be purchased for such consideration, paid for at such times, 
by such methods, and in                                                         

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such forms, including, without limitation, cash, Shares, notes or other         
property, as the Committee shall determine. Cash awards, as an element of or    
supplement to any other Award under the Plan, shall also be authorized pursuant 
to this Section 5(h).                                                           

6.  CERTAIN PROVISIONS APPLICABLE TO AWARDS.                            

 (a) STAND-ALONE, ADDITIONAL, TANDEM AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted to Eligible  
Employees either alone or in addition to, in tandem with, or in exchange or     
substitution for, any other Award granted under the Plan or any award granted   
under any other plan or agreement of the Company, any Subsidiary or Affiliate,  
or any business entity to be acquired by the Company or a Subsidiary or         
Affiliate, or any other right of an Eligible Employee to receive payment from   
the Company or any Subsidiary or Affiliate. Awards may be granted in addition to
or in tandem with such other Awards or awards, and may be granted either as of  
the same time as or a different time from the grant of such other Awards or     
awards. The per Share exercise price of any Option, grant price of any SAR, or  
purchase price of any other Award conferring a right to purchase Shares which is
granted, in connection with the substitution of awards granted under any other  
plan or agreement of the Company or any Subsidiary or Affiliate or any business 
entity to be acquired by the Company or any Subsidiary or Affiliate, shall be   
determined by the Committee, in its discretion.                                 

   (b) TERMS OF AWARDS. The term of each Award granted to an Eligible Employee
shall be for such period as may be determined by the Committee; PROVIDED,       
HOWEVER, that in no event shall the term of any ISO or an SAR granted in tandem 
therewith exceed a period of ten years from the date of its grant (or such      
shorter period as may be applicable under Section 422 of the Code).             

  (c) FORM OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company or a Subsidiary  
or Affiliate upon the grant, maturation, or exercise of an Award may be made in 
such forms as the Committee shall determine at the date of grant or thereafter, 
including, without limitation, cash, Shares, or other property, and may be made 
in a single payment or transfer, in installments, or on a deferred basis. The   
Committee may make rules relating to installment or deferred payments with      
respect to Awards, including the rate of interest to be credited with respect to
such payments.                                                                  

 (d) NONTRANSFERABILITY. Unless otherwise set forth by the Committee in an
Award Agreement, Awards (except for vested shares) shall not be transferable by 
an Eligible Employee except by will or the laws of descent and distribution     
(except pursuant to a Beneficiary designation) and shall be exercisable during  
the lifetime of an Eligible Employee only by such Eligible Employee or his      
guardian or legal representative. An Eligible Employee's rights under the Plan  
may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall 
not be subject to claims of the Eligible Employees' creditors.                  

7.  GENERAL PROVISIONS.                                                 

  (a) COMPLIANCE WITH LEGAL AND TRADING REQUIREMENTS. The Plan, the granting
and exercising of Awards thereunder, and the other obligations of the Company   
under the Plan and any Award Agreement, shall be subject to all applicable U.S. 
federal and state laws, rules and regulations, and to such approvals by any     
regulatory or governmental agency as may be required. The Company, in its       
discretion, may postpone the issuance or delivery of Shares under any Award     
until completion of such stock exchange or market system listing or registration
or qualification of such Shares or other required action under any U.S. state or
federal law, rule or regulation as the Company may consider appropriate, and may
require any Participant to make such representations and furnish such           
information as it may consider appropriate in connection with the issuance or   
delivery of Shares in compliance with applicable laws, rules and regulations. No
provisions of the Plan shall be interpreted or construed to obligate the Company
to register any Shares under U.S. federal or state law.                         

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 (b) NO RIGHT TO CONTINUED EMPLOYMENT OR SERVICE. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee or director   
the right to be retained in the employ or service of the Company or any of its  
Subsidiaries or Affiliates, nor shall it interfere in any way with the right of 
the Company or any of its Subsidiaries or Affiliates to terminate any employee's
or director's employment or service at any time.                                

(c) TAXES. The Company or any Subsidiary or Affiliate is authorized to  
withhold from any Award granted, any payment relating to an Award under the     
Plan, including from a distribution of Shares, or any payroll or other payment  
to an Eligible Employee, amounts of withholding and other taxes due in          
connection with any transaction involving an Award, and to take such other      
action as the Committee may deem advisable to enable the Company and Eligible   
Employees to satisfy obligations for the payment of withholding taxes and other 
tax obligations relating to any Award. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in       
respect thereof in satisfaction of an Eligible Employee's tax obligations.      

(d) CHANGES TO THE PLAN AND AWARDS. The Board may amend, alter, suspend,
discontinue, or terminate the Plan or the Committee's authority to grant Awards 
under the Plan without the consent of shareholders of the Company or            
Participants, except that any such amendment, alteration, suspension,           
discontinuation, or termination shall be subject to the approval of the         
Company's shareholders to the extent such shareholder approval is required under
Section 422 of the Code or the rules of any stock exchange or automated         
quotation system on which the Shares may then be listed or quoted; PROVIDED,    
HOWEVER, that, without the consent of an affected Participant, no amendment,    
alteration, suspension, discontinuation, or termination of the Plan may impair  
the rights or, in any other manner, adversely affect the rights of such         
Participant under any Award theretofore granted to him or her. The Committee may
waive any conditions or rights under, or amend, alter, suspend, discontinue, or 
terminate any Award theretofore granted and any Award Agreement relating        
thereto; PROVIDED, HOWEVER, that, without the consent of an affected Eligible   
Employee, no such amendment, alteration, suspension, discontinuation, or        
termination of any Award may impair or adversely affect the rights of such      
Eligible Employee under such Award.                                             

(e) NO RIGHTS TO AWARDS; NO SHAREHOLDER RIGHTS. No Eligible Employee or 
employee shall have any claim to be granted any Award under the Plan, and there 
is no obligation for uniformity of treatment of Eligible Employees and          
employees. No Award shall confer on any Eligible Employee any of the rights of a
shareholder of the Company unless and until Shares are duly issued or           
transferred to the Eligible Employee in accordance with the terms of the Award. 

(f) UNFUNDED STATUS OF AWARDS. The Plan is intended to constitute an    
"unfunded" plan for incentive compensation. With respect to any payments not yet
made to a Participant pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are greater than those of 
a general creditor of the Company; PROVIDED, HOWEVER, that the Committee may    
authorize the creation of trusts or make other arrangements to meet the         
Company's obligations under the Plan to deliver cash, Shares, other Awards, or  
other property pursuant to any Award, which trusts or other arrangements shall  
be consistent with the "unfunded" status of the Plan unless the Committee       
otherwise determines with the consent of each affected Participant.             

(g) NONEXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the 
Board nor its submission to the shareholders of the Company for approval shall  
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including, without       
limitation, the granting of options and other awards otherwise than under the   
Plan, and such arrangements may be either applicable generally or only in       
specific cases.                                                                 

(h) NOT COMPENSATION FOR BENEFIT PLANS. No Award payable under this Plan
shall be deemed salary or compensation for the purpose of computing benefits    
under any benefit plan or other arrangement of                                  

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the Company for the benefit of its employees or directors unless the Company    
shall determine otherwise.                                                      

   (i) NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash,  
other Awards, or other property shall be issued or paid in lieu of such         
fractional Shares or whether such fractional Shares or any rights thereto shall 
be forfeited or otherwise eliminated.                                           

  (j) GOVERNING LAW. The validity, construction, and effect of the Plan, any
rules and regulations relating to the Plan, and any Award Agreement shall be    
determined in accordance with the laws of New York without giving effect to     
principles of conflict of laws.                                                 

   (k) EFFECTIVE DATE; PLAN TERMINATION. The Plan shall become effective as of
October 3, 1994 (the "Effective Date") upon approval by the affirmative votes of
the holders of a majority of voting securities of the Company. The Plan shall   
terminate as to future awards on the date which is ten (10) years after the     
Effective Date, or, if earlier, at such time as no Shares remain available for  
issuance pursuant to Section 4 and the Company has no further obligations with  
respect to any Award granted under the Plan.                                    

    (l) TITLES AND HEADINGS. The titles and headings of the sections in the Plan
are for convenience of reference only. In the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control.                   

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                                                                         ANNEX G

THE HAIN CELESTIAL GROUP, INC.
2000 DIRECTORS STOCK OPTION PLAN

 1.  PURPOSE.  The purpose of this Plan is to advance the interests of The
Hain Celestial Group, Inc., a Delaware corporation, by providing an additional  
incentive to attract and retain nonemployee directors through the encouragement 
of stock ownership in the Company by such persons.                              

    2.  DEFINITIONS.  As used herein, the following terms shall have the meaning
indicated:                                                                      

  (a) "Annual Meeting Date" shall mean the date of the annual meeting of the
Company's stockholders at which the Directors are elected.                      

(b) "Board" shall mean the Company's Board of Directors.                

(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.    

    (d) "Common Stock" shall mean the Common Stock, par value $.01 per share, of
the Company.                                                                    

(e) "Company" shall refer to The Hain Celestial Group, Inc., a Delaware 
corporation.                                                                    

(f) "Director" shall mean a member of the Board.                        

 (g) "Eligible Director" means any person who is a member of the Board and
who is not an employee, full time or part time, of the Company or a Subsidiary. 

   (h) "Fair Market Value" of a share of Common Stock on any day means: (i) if
the principal market for the Common Stock is a national securities exchange or  
the Nasdaq National Market System, the closing sales price of the Common Stock  
on such day as reported by such exchange or market system, or on a consolidated 
tape reflecting transactions on such exchange or market system, or (ii) if the  
principal market for the Common Stock is not a national securities exchange or  
the Nasdaq National Market System, and the Common Stock is quoted on the        
National Association of Securities Dealers Automated Quotations System, the mean
between the closing bid and the closing asked prices for the Common Stock on    
such day as quoted on such system, or (iii) if the principal market for the     
Common Stock is not a national securities exchange or the Nasdaq National Market
System, and the Common Stock is not quoted on the National Association of       
Securities Dealers Automated Quotations System, the mean between the highest bid
and lowest asked prices for the Common Stock on such day as reported by the     
National Quotation Bureau, Inc.                                                 

  (i) "Initial Grant Date" means the date on which a person is first elected
as a member of the Board, or, in the case of persons who were members of the    
Board as of the date of the adoption of this Plan.                              

(j) "Option" shall mean any stock option granted under this Plan.       

(k) "Option Agreement" means the agreement between the Company and the  
Optionee to evidence the grant of an Option.                                    

  (l) "Optionee" shall mean a person to whom a stock option is granted under
this plan or any person who succeeds to the rights of such person under this    
Plan by reason of the death of such person.                                     

(m) "Plan" shall mean this Directors Stock Option Plan for the Company. 

(n) "Share(s)" shall mean a share or shares of the Common Stock.        

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 (o) "Subsidiary" means (i) any corporation of which the securities have a
majority of the ordinary voting power in electing the Board (other than as a    
result of a default) are owned, at the time as of which any determination is    
being made, by the Company either directly or through one or more Subsidiaries, 
(ii) a partnership in which the Company or a Subsidiary of the Company is, at   
the time as of which any determination is being made, a general partner or      
(iii) any other Person (other than a corporation or a partnership) in which the 
Company either directly or through one or more Subsidiaries, at the time as of  
which any determination is being made, has (x) at least a majority ownership    
interest or (y) the power to elect or direct the election of the directors or   
other governing body of such Person.                                            

  3.  SHARES AND OPTIONS.  Subject to Section 9 of this Plan, there shall be
reserved for issuance pursuant to the Plan an aggregate of up to 750,000 Shares 
from authorized and unissued Shares or treasury Shares including Shares acquired
by purchase in the open market or other transactions. If any Option granted     
under the Plan shall terminate, expire, or be canceled or surrendered as to any 
Shares, such Shares shall be available for future grants under the Plan.        

4.  GRANTS OF OPTIONS.                                                  

  (a) Initial Grant. On the Initial Grant Date, each Eligible Director shall
automatically be granted an Option to purchase 15,000 Shares.                   

(b) Annual Grant. Each Eligible Director shall upon re-election,        
automatically receive an annual grant of an Option to purchase 7,500 Shares on  
each Annual Meeting Date subsequent to his election as a director of the        
Company.                                                                        

(c) Discretionary Grants. The Board is authorized, in its discretion, to
grant additional Options to Eligible Directors. The date of grant, date first   
exercisable, number of shares of Common Stock which may be purchased on exercise
and the exercise price of the Options shall be determined by the Board, in its  
discretion. Grants of Options under this paragraph (c) need not be uniform to   
all Eligible Directors.                                                         

(d) Option Agreement. Upon the grant of each Option, the Company and the
Eligible Director shall enter into an Option Agreement, which shall specify the 
grant date and the exercise price and shall include or incorporate by reference 
the substance of this Plan and such other provisions consistent with this Plan  
as the Board may determine.                                                     

    5.  EXERCISE PRICE.  The exercise price per Share of any Option shall be the
Fair Market Value of the Shares underlying such Option on the date such Option  
is granted.                                                                     

  6.  EXERCISE OF OPTIONS.  An option shall be deemed exercised when (i) the
Company has received written notice of such exercise in accordance with the     
terms of the Option, (ii) full payment has been made of the aggregate exercise  
price of the Shares as to which the Option is exercised, and (iii) arrangements 
for the Optionee's payment to the Company of the amount, if any, that is        
necessary for the Company to withhold in accordance with applicable tax         
withholding requirements. The exercise price of any Shares purchased shall be   
paid in cash, by certified or official bank check or personal check, by money   
order, with Shares or by a combination of the above. If the exercise price is   
paid in whole or in part with Shares, the value of the Shares surrendered shall 
be their Fair Market Value on the date the Option is exercised. No Optionee     
shall be deemed to be a holder of any Shares subject to an Option unless or     
until a stock certificate or certificates for such Shares are issued to such    
person(s) under the terms of the Plan.                                          

   7.  EXERCISE SCHEDULE FOR OPTIONS.  Each Option granted under Sections 4(a)
and 4(b) hereunder shall be immediately exercisable. Options granted under      
Section 4(c) shall be exercisable as set forth in the individual Option         
Agreements. The expiration date of an Option shall be ten (10) years from the   
date of grant of the Option.                                                    

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8.  TERMINATION OF OPTION PERIOD.  The unexercised portion of any Option
shall automatically and without notice terminate and become null and void prior 
to the expiration date specified in Section 7 hereof at the time of the earliest
to occur of the following:                                                      

        (i) three (3) months after the date on which the Optionee ceases to be a
Director for any reason other than by reason of (A) Cause which, for    
   purposes of this Plan, shall mean the removal of the Optionee as a Director
by reason of any act of (x) fraud or intentional misrepresentation, or  
    (y) embezzlement, misappropriation, or conversion of assets or opportunities
of the Company or any Subsidiary, or (B) death;                         

   (ii) immediately upon the removal of the Optionee as a Director for
Cause;                                                                  

     (iii) one year after the date the Optionee ceases to be a Director by
reason of death of the Optionee.                                        

9.  ADJUSTMENT OF SHARES.                                               

(a) In the event of any recapitalization, reclassification, split-up or 
consolidation of Shares of Common Stock, separation (including a spin-off),     
dividend on Shares of Common Stock payable in capital stock, or other similar   
change in capitalization of the Company or a merger or consolidation of the     
Company or sale by the Company of all or a portion of its assets or other       
similar event, the Board shall make such appropriate adjustments in the exercise
prices of Options, including Options then outstanding, in the number and kind of
securities, cash or other property which may be issued pursuant to Options under
the Plan, including Options then outstanding, and in the number of Shares of    
Common Stock with respect to which Options may be granted (in the aggregate and 
to individual participants) as the Board deems equitable with a view toward     
maintaining the proportionate interest of the Directors and preserving the value
of the Options.                                                                 

  (b) No fractional Shares of Common Stock shall be issued. In lieu thereof,
the cash value of such fraction shall be paid.                                  

(c) Without limiting the generality of the foregoing, the existence of  
outstanding Options granted under the Plan shall not affect in any manner the   
right or power of the Company to make, authorize or consummate (i) any or all   
adjustments, recapitalizations, reorganizations or other changes in the         
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities, or preferred or 
preference stock that would rank above the Shares subject to outstanding        
Options; (iv) the dissolution or liquidation of the Company; (v) the sale,      
transfer or assignment of all or any part of the assets or business of the      
Company; or (vi) any other corporate act or proceeding, whether of a similar    
character or otherwise.                                                         

   10.  TRANSFERABILITY OF OPTIONS.  Unless otherwise determined by the Board,
each Option shall provide that such Option shall not be transferable by the     
Optionee otherwise than by will or the laws of descent and distribution, and    
each Option shall be exercisable during the Optionee's lifetime only by the     
Optionee.                                                                       

  11.  ISSUANCE OF SHARES.  As a condition of any sale or issuance of Shares
upon exercise of any Options, the Board may require such agreement or           
undertakings; if any, as the Board may deem necessary or advisable to assure    
compliance with any such law or regulation including, but not limited to, the   
following:                                                                      

(a) a representation and warranty by the Optionee to the Company, at the
time any Option is exercised, that he is acquiring the Shares to be issued to   
him for investment and not with a view to, or for sale in connection with, the  
distribution of any such Shares; and                                            

  (b) a representation, warranty and/or agreement to be bound by any legends
that are, in the opinion of the Board, necessary or appropriate to comply with  
the provisions of any securities law                                            

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deemed by the Board to be applicable to the issuance of the Shares and are      
endorsed upon the Share Certificates.                                           

12.  ADMINISTRATION OF THE PLAN.  The Plan shall be administered by the 
Board. Subject to the provisions of the Plan, the Board shall be authorized to  
interpret the Plan, to establish, amend, and rescind any rules and regulations  
relating to the Plan, and to make all other determinations necessary or         
advisable for the administration of the Plan. The determination of the Board in 
the administration of the Plan, as described herein, shall be final and         
conclusive and binding upon all persons including, without limitation, the      
Company, its stockholders and persons granted Options under the Plan.           

    13.  INTERPRETATION.  If any provision of the Plan should be held invalid or
illegal for any reason, such determination shall not affect the remaining       
provisions hereof, but instead the Plan shall be construed and enforced as if   
such provision had never been included in the Plan. The determination and the   
interpretation and construction of any provision of the Plan by the Board shall 
be final and conclusive. This Plan shall be governed by the laws of the State of
Delaware. Headings contained in this Plan are for convenience only and shall in 
no manner be construed as part of the Plan. Any reference to the masculine,     
feminine, or neuter gender shall be a reference to such other gender as is      
appropriate.                                                                    

14.  TERM OF PLAN, AMENDMENT AND TERMINATION OF THE PLAN.               

(a) This Plan shall become effective upon its adoption of the Board, and
shall continue in effect until all Options granted hereunder have expired or    
been exercised, unless sooner terminated under the provisions relating thereto. 

(b) The Plan shall be adopted by the Board and shall be presented to the
Company stockholders for their approval by vote of a majority of such           
stockholders present or represented at a meeting duly held. Options may be      
granted prior to stockholder approval of the Plan, but such Options shall be    
contingent upon such approval being obtained and may not be exercised prior to  
such approval.                                                                  

   (c) The Board may from time to time amend the Plan without further approval
of the Company's stockholders, except where such approval is required by any law
or regulation or any stock exchange or automated quotation system rule;         
provided, however, that, except to the extent specifically provided otherwise in
Section 8, no amendment of the Plan issued hereunder shall substantially impair 
any Option previously granted to any Optionee without the consent of such       
Optionee.                                                                       

  (d) The Board, without further approval of the Company's stockholders, may
at any time terminate or suspend this Plan. Any such termination or suspension  
of the Plan shall not affect Options already granted and such Options shall     
remain in full force and effect as if the Plan had not been terminated or       
suspended. No Option may be granted while the Plan is suspended or after it is  
terminated. Except to the extent specifically provided otherwise in Section 8,  
the rights and obligations under any Option granted to any Optionee while the   
Plan is in effect shall not be altered or impaired by the suspension or         
termination of the Plan without the consent of such Optionee.                   

   15.  RESERVATION OF SHARES.  The Company, during the term of the Plan, will
at all times reserve and keep available a number of Shares as shall be          
sufficient to satisfy the requirements of the Plan.                             

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PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

1.  INDEMNIFICATION. DELAWARE LAW.  Section 145 of the Delaware General 
Corporation Law, or the DGCL, provides that a corporation may indemnify a       
director or officer by a provision contained in the certificate of incorporation
or by-laws or by a duly authorized resolution of its stockholders or directors  
or by agreement, 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 acts were committed in bad faith or    
were the result of active and deliberate dishonesty and material to the cause of
action, or that such director or officer personally gained in fact a financial  
profit or other advantage to which he was not legally entitled.                 

Section 145(a) of the DGCL provides that a corporation may indemnify a  
director or officer made, or threatened to be made, a party to any threatened,  
pending or completed action other than a derivative action, whether civil or    
criminal, against expenses (including attorneys' fees), judgments, fines,       
amounts paid in settlement actually and reasonably incurred as a result of such 
action, if such director or officer acted, in good faith, for a purpose which he
reasonably believed to be in, or not opposed to, the best interests of the      
corporation and, in criminal actions or proceedings, in addition, has no        
reasonable cause to believe that his conduct was unlawful.                      

Section 145(b) of the DGCL provides that a corporation may indemnify a  
director or officer, made or threatened to be made a party in a derivative      
action, against expenses (including attorneys fees) actually and reasonably     
incurred by such person in connection with the defense or settlement of such    
action, if such director or officer acted, in good faith, and in a manner such  
person reasonably believed to be in, or not opposed to, the best interests of   
the corporation, except that no indemnification will be made in respect of any  
claim as to which such director or officer shall have been adjudged liable to   
the corporation, unless and only to the extent that the Court of Chancery or the
court in which the action was brought determines, upon application, that, in    
view of all the circumstances of the case, the director or officer is fairly and
reasonably entitled to indemnity for such expenses as the Court of Chancery or  
such other court deems proper.                                                  

Section 145(d) of the DGCL specifies the manner in which payment of     
indemnification under Section 145(a) of the DGCL or indemnification permitted   
under Section 145(b) of the DGCL may be authorized by the corporation.          
Section 145(c) of the DGCL provides that indemnification by a corporation is    
mandatory in any case in which a present or former director or officer has been 
successful, whether on the merits or otherwise, in defending an action. In the  
event that the director or officer has not been successful or the action is     
settled, indemnification must be authorized by the appropriate corporate action 
as set forth in Section 145(d).                                                 

Section 145(g) of the DGCL authorizes the purchase and maintenance of   
insurance to indemnify (1) a corporation for any obligation which it incurs as a
result of the indemnification of directors and officers under the above section 
or (2) directors and officers in instances in which they may be indemnified by a
corporation under such section.                                                 

    2.  HAIN'S CERTIFICATE OF INCORPORATION AND BYLAWS.  Article Tenth of Hain's
Amended and Restated Certificate of Incorporation and Article VI of Hain's      
Amended and Restated Bylaws provides for Hain to indemnify its corporate        
personnel, directors and officers to the full extent permitted by Section 145 of
the DGCL, as the same may be supplemented or amended from time to time.         

3.  THE MERGER AGREEMENT.  The merger agreement provides that (a) for a 
period of ten years after the effective time for the merger, Hain and the       
surviving corporation shall maintain in effect the current provisions regarding 
indemnification of officers and directors contained in the certificate of       

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incorporation and by-laws of Celestial and each of its subsidiaries and any     
directors, officers or employees indemnification agreements of Celestial and its
subsidiaries, (b) for a period of six years after the effective time of the     
merger, Hain and the surviving corporation shall maintain in effect the current 
policies of directors' and officers' liability insurance and fiduciary liability
insurance maintained by Celestial (provided that Hain may substitute therefor   
policies of at least the same coverage and amounts containing terms and         
conditions which are, in the aggregate, no less advantageous to the insured in  
any material respect) with respect to claims arising from facts or events which 
occurred on or before the effective time of the merger, and (c), for a period of
ten years after the effective time of the merger, Hain and the surviving        
corporation shall indemnify the directors and officers of Celestial to the      
fullest extent to which Hain is permitted to indemnify such officers and        
directors under its certificate of incorporation and by-laws and the DGCL.      

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                            

(a)  LIST OF EXHIBITS                                                   

                                                                [Download Table]

EXHIBIT                                                                      
NUMBER                                   DESCRIPTION                         
-------                                  -----------                         
                                                                             
  2              Agreement and Plan of Merger (the "Merger Agreement") dated 
                 as of March 5, 2000 between The Hain Food Group, Inc. and   
                 Celestial Seasonings, Inc. (included as Annex A to the Joint
                 Proxy Statement/Prospectus contained in this Registration   
                 Statement).                                                 

  3.1            Form of Amended and Restated Certificate of Incorporation of
                 Hain.                                                       

  3.2            Amended and Restated Bylaws of Hain.                        

  3.3            Form of Amended and Restated Certificate of Incorporation of
                 Celestial (included as Exhibit A to the Merger Agreement).  

  4.1            Specimen Common Stock Certificate.                          

  4.2            Form of Amended and Restated 1994 Long Term Incentive and   
                 Stock Award Plan of Hain (included as Annex F to the Joint  
                 Proxy Statement/Prospectus contained in this Registration   
                 Statement).                                                 

  4.3            Form of 2000 Directors Stock Option Plan of Hain (included  
                 as Annex G to the Joint Proxy Statement/Prospectus contained
                 in this Registration Statement).                            

  5              Opinion of Cahill Gordon & Reindel regarding the validity of
                 the securities being registered.                            

  8.1            Opinion of Cahill Gordon & Reindel regarding certain federal
                 income tax consequences relating to the merger.             

  8.2            Opinion of Bartlit Beck Herman Palenchar & Scott regarding  
                 certain federal income tax consequences relating to the     
                 merger.                                                     

 10.1            Voting Agreement between Irwin D. Simon and Celestial       
                 Seasonings, Inc. dated March 5, 2000 (included as Annex B to
                 the Joint Proxy Statement/Prospectus contained in this      
                 Registration Statement).                                    

 10.2            Voting Agreement between Mo Siegel and The Hain Food Group, 
                 Inc. dated March 5, 2000 (included as Annex C to the Joint  
                 Proxy Statement/Prospectus contained in this Registration   
                 Statement).                                                 

 15              Letter of Deloitte & Touche LLP regarding unaudited interim 
                 financial information.                                      

 23.1            Consent of Ernst & Young LLP.                               

 23.2            Consent of Deloitte & Touche LLP.                           

 23.3            Consent of Deloitte & Touche LLP.                           

 23.4            Consents of Cahill Gordon & Reindel (included in the        
                 opinions filed as Exhibit 5 and Exhibit 8.1, respectively,  
                 to this Registration Statement).                            

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EXHIBIT                                                                     
NUMBER                                   DESCRIPTION                        
-------                                  -----------                        
                                                                            
 23.5            Consent of Bartlit Beck Herman Palenchar & Scott (included 
                 in the opinion filed as Exhibit 8.2 to this Registration   
                 Statement).                                                

24*              Powers of Attorney authorizing execution of this           
                 registration statement on form S-4 on behalf of certain    
                 directors of the registrant (included on signature pages to
                 this registration statement).                              

 99.1**          Consent of Goldman, Sachs & Co.                            

 99.2*           Consent of Bear, Stearns & Co. Inc.                        

 99.3**          Form of Hain Proxy Card.                                   

 99.4**          Form of Celestial Proxy Card.                              

 99.5            Consent of Mo Siegel to Become a Director of Hain.         

 99.6            Consent of Marina Hahn to Become a Director of Hain.       

 99.7            Consent of Gregg A. Ostrander to Become a Director of Hain.

------------------------                                                        

*   Previously filed.                                                           

**  Superseding exhibit.                                                        

ITEM 22. UNDERTAKINGS.                                                          

The undersigned registrant hereby undertakes:                           

   (a) (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 1993;                                                    

(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 Commission 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.

(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.                                                                   

(b) The undersigned registrant hereby undertakes:                       

(1) That prior to any public reoffering of the securities registered    
hereunder through use of a prospectus which is a part of this   
registration statement, by any person or party who is           

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   deemed to be an underwriter within the meaning of Rule 145(c), such
    reoffering prospectus will contain the information called for by the
       applicable registration form with respect to reofferings by persons who
        may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.                         

(2) That every prospectus (i) that is filed pursuant to paragraph (1)   
        immediately preceding, or (ii) that purports to meet the requirements of
        Section 10(a)(3) of the Securities Act of 1933 and is used in connection
      with an offering of securities subject to Rule 415, will be filed as a
       part of an amendment to the registration statement and will not be used
        until such amendment is effective, and that, for purposes 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) That, for purposes of determining any liability under the Securities Act
  of 1933, each filing of the registrant's annual report pursuant to
   Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
  where applicable, each filing of an employee benefit plan's annual
        report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
        that is incorporated by reference in the registration statement 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.         

    (4) To respond to requests for information that is incorporated by reference
       into the Joint Proxy Statement/Prospectus pursuant to Item 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 the registration statement
through the date of responding to the request.                  

(5) 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 the registration
statement when it became effective.                             

   (c) 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 Securities and Exchange  
Commission 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 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.                                                                     

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SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to the registration statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of     
Uniondale, State of New York, on this 24th day of April, 2000.                  

                                                                [Download Table]
                                                                     
Date: April 24, 2000  THE HAIN FOOD GROUP, INC.                      
                      (REGISTRANT)                                   

                      BY:  /S/ IRWIN D. SIMON                        
                           ----------------------------------------- 
                           Name: Irwin D. Simon                      
                           Title: Chairman of the Board of Directors,
                                President and Chief Executive Officer

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  Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed below by the following      
persons and by Irwin D. Simon as Attorney-in-Fact in the capacities and on the  
dates indicated.                                                                

                                                        [Enlarge/Download Table]

                 SIGNATURE                                TITLE                    DATE     
                 ---------                                -----                    ----     
                                                                                            
                                             Chairman of the Board of                       
            /s/ IRWIN D. SIMON                 Directors, President and                     
-------------------------------------------    Chief Executive Officer        April 24, 2000
              Irwin D. Simon                   (Principal Executive Officer)                

           /s/ ANDREW R. HEYER*                                                             
-------------------------------------------  Director                         April 24, 2000
              Andrew R. Heyer                                                               

                                             Chief Financial Officer,                       
            /s/ GARY M. JACOBS*                Treasurer and Secretary                      
-------------------------------------------    (Principal Financial and       April 24, 2000
              Gary M. Jacobs                   Accounting Officer)                          

           /s/ BETH L. BRONNER*                                                             
-------------------------------------------  Director                         April 24, 2000
              Beth L. Bronner                                                               

            /s/ JACK FUTTERMAN*                                                             
-------------------------------------------  Director                         April 24, 2000
              Jack Futterman                                                                

            /s/ JAMES S. GOLD*                                                              
-------------------------------------------  Director                         April 24, 2000
               James S. Gold                                                                

           /s/ KENNETH J. DALEY*                                                            
-------------------------------------------  Director                         April 24, 2000
             Kenneth J. Daley                                                               

            /s/ JOSEPH JIMENEZ*                                                             
-------------------------------------------  Director                         April 24, 2000
              Joseph Jimenez                                                                

         /s/ A.G. MALCOLM RITCHIE*                                                          
-------------------------------------------  Director                         April 24, 2000
           A.G. Malcolm Ritchie                                                             

          *By: /s/ IRWIN D. SIMON                                                           
                Irwin D. Simon                                                              
               Attorney-in-Fact                                                             

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EXHIBIT INDEX 

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 EXHIBIT                                                                      
 NUMBER                                   DESCRIPTION                         
 -------                                  -----------                         
                                                                              
  2               Agreement and Plan of Merger (the "Merger Agreement") dated 
                  as of March 5, 2000 between The Hain Food Group, Inc. and   
                  Celestial Seasonings, Inc. (included as Annex A to the Joint
                  Proxy Statement/Prospectus contained in this Registration   
                  Statement).                                                 
  3.1             Form of Amended and Restated Certificate of Incorporation of
                  Hain.                                                       
  3.2             Amended and Restated Bylaws of Hain.                        
  3.3             Form of Amended and Restated Certificate of Incorporation of
                  Celestial (included as Exhibit A to the Merger Agreement).  
  4.1             Specimen Common Stock Certificate.                          
  4.2             Form of Amended and Restated 1994 Long Term Incentive and   
                  Stock Award Plan of Hain (included as Annex F to the Joint  
                  Proxy Statement/Prospectus contained in this Registration   
                  Statement).                                                 
  4.3             Form of 2000 Directors Stock Option Plan of Hain (included  
                  as Annex G to the Joint Proxy Statement/Prospectus contained
                  in this Registration Statement).                            
  5               Opinion of Cahill Gordon & Reindel regarding the validity of
                  the securities being registered.                            
  8.1             Opinion of Cahill Gordon & Reindel regarding certain federal
                  income tax consequences relating to the merger.             
  8.2             Opinion of Bartlit Beck Herman Palenchar & Scott regarding  
                  certain federal income tax consequences relating to the     
                  merger.                                                     
 10.1             Voting Agreement between Irwin D. Simon and Celestial       
                  Seasonings, Inc. dated March 5, 2000 (included as Annex B to
                  the Joint Proxy Statement/Prospectus contained in this      
                  Registration Statement).                                    
 10.2             Voting Agreement between Mo Siegel and The Hain Food Group, 
                  Inc. dated March 5, 2000 (included as Annex C to the Joint  
                  Proxy Statement/Prospectus contained in this Registration   
                  Statement).                                                 
 15               Letter of Deloitte & Touche LLP regarding unaudited interim 
                  financial information.                                      
 23.1             Consent of Ernst & Young LLP.                               
 23.2             Consent of Deloitte & Touche LLP.                           
 23.3             Consent of Deloitte & Touche LLP.                           
 23.4             Consents of Cahill Gordon & Reindel (included in the        
                  opinions filed as Exhibit 5 and Exhibit 8.1, respectively,  
                  to this Registration Statement).                            
 23.5             Consent of Bartlit Beck Herman Palenchar & Scott (included  
                  in the opinion filed as Exhibit 8.2 to this Registration    
                  Statement).                                                 
24*               Powers of Attorney authorizing execution of this            
                  registration statement on form S-4 on behalf of certain     
                  directors of the registrant (included on signature pages to 
                  this registration statement).                               
 99.1**           Consent of Goldman, Sachs & Co.                             
 99.2*            Consent of Bear, Stearns & Co. Inc.                         
 99.3**           Form of Hain Proxy Card.                                    
 99.4**           Form of Celestial Proxy Card.                               
 99.5             Consent of Mo Siegel to Become a Director of Hain.          
 99.6             Consent of Marina Hahn to Become a Director of Hain.        
 99.7             Consent of Gregg A. Ostrander to Become a Director of Hain. 

------------------------                                                        

*   Previously filed.                                                           

**  Superseding exhibit