Exhibit 10.76

NUTRITION 21, INC.                                               Gail Montgomery
4 Manhattanville Road

Purchase, NY 10577

September 16, 2002

Paul Intlekofer
615 Brownstone Drive
Severna Park, MD 21146

Dear Paul:

This Letter  Agreement  ("Agreement")  documents the terms of your employment on
September 16, 2002 (the "Employment Date") by Nutrition 21, Inc. ("Nutrition 21"
or the  "Company") as Vice  President,  Corporate  Development  of Nutrition 21,
reporting to the President and Chief  Executive  Officer,  and is for the period
commencing  September  16,  2002  through  September  15,  2005  (the  "Contract
Period").  September  16,  2002  through  September  15,  2003 is called Year 1.
September 16, 2003 through  September  15, 2004 is called Year 2.  September 16,
2004 through September 15, 2005 is called Year 3.

GENERAL

You agree that your  employment  by Nutrition 21 shall be full time and that you
shall engage in no other business or  employment,  other than  supervising  your
passive  investments.  You  represent  that  you are  under no  restrictions  or
obligations  which would prevent you from serving as Vice  President,  Corporate
Development.  You may  serve as a  non-executive  director  on  Boards  of other
companies only with the written  permission of the President and Chief Executive
Officer.

COMPENSATION

Your direct  annualized  base  compensation  will be $200,000 in Year 1; will be
$225,000  in Year 2;  and  will be  $250,000  in Year 3,  paid  bi-weekly,  as a
non-union,  full-time employee. All compensation shall be subject to withholding
and similar deductions.

ANNUAL PERFORMANCE BONUS

You will be granted an annual performance bonus for each of Nutrition 21's 2003,
2004,  and 2005 year-end  fiscal  accounting  years based upon the attainment of
targets for gross revenues from operations (each, a "Target"), as more fully set
forth the following paragraphs.

The Target for fiscal year 2003 is gross  revenues of $19  million.  The Targets
for each of the fiscal  years  2004 and 2005 will be  established  by  agreement
between the Board of Directors and the President  and Chief  Executive  Officer,
will be the same targets that are used for  calculating  the annual  performance
bonus of the President and Chief Executive  Officer,  and will be set forth in a
Fiscal Year Budget Plan for that year.

If the  Company  achieves  less than 85% of a Target  for any fiscal  year,  any
performance  bonus for that  fiscal year will be in the sole  discretion  of the
Board.

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If Company achieves at least 85% but less than 100% of the Target for any fiscal
year,  your  performance   bonus  for  that  year  will  be  25%  of  your  base
compensation.

If  Company  achieves  at least  100% but less than 120% of the  Target  for any
fiscal  year,  your  performance  bonus  for that  year will be 50% of your base
compensation.

If Company  achieves  at least 120% of the  Target  for any  fiscal  year,  your
performance bonus for that year will be 100% of your base compensation.

For purposes of the bonus calculation,  Year 1 base compensation applies for the
2003 fiscal year, Year 2 base compensation applies for the 2004 fiscal year, and
Year 3 base compensation applies for the 2005 fiscal year.

STOCK OPTIONS

The Board  granted to you Stock  Options  on your  Employment  Date to  purchase
550,000 shares of Nutrition 21 common stock ("Common  Stock") at $0.40 per share
(the closing price on your Employment Date) as an additional incentive to induce
you to accept  employment  with the Company.  In addition to the terms set forth
below,  additional  terms that apply to these  Stock  Options are set forth in a
separate Stock Option Award Agreement.

Of these 550,000 Stock Options:

         Stock  Options to purchase  50,000  shares of Common Stock vest on your
         Employment Date.

         Stock Options to purchase  100,000  shares of Common Stock will vest on
         the first anniversary of your Employment Date.

         Stock Options to purchase  200,000  shares of Common Stock will vest on
         the second anniversary of your Employment Date; and

         Stock Options to purchase  200,000  shares of Common Stock will vest on
         the third anniversary of your Employment Date.

The Stock Options shall vest as aforesaid on these vesting dates only if you are
then  employed by the Company or if there has  theretofore  occurred a change of
control event (as defined under  Nutrition 21's Change of Control  policy) while
you were employed by the Company.  Stock Options shall be considered ISOs to the
extent permitted by law. The Stock Options will expire on the tenth  anniversary
of your Employment  Date, and are subject to the terms of the Stock Option Award
Agreement.

OTHER BENEFITS

Nutrition 21 shall furnish and/or reimburse you for all reasonable and customary
business  requirements  including a car  allowance or  equivalent.  Coverage for
group insurance, i.e. medical, dental, life insurance, AD&D, Short and Long Term
Disability,  Business  Travel  Insurance,  etc.  as  well  as the  Nutrition  21
sponsored  pension plan and savings plan will be provided in accordance with the
terms and conditions of each plan.

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VACATION

Annual paid vacation and holidays will accrue in accordance  with Nutrition 21's
vacation policy and shall be paid upon any change in your  employment  status as
Vice President, Corporate Development.

PERIOD OF EMPLOYMENT

Your employment with Nutrition 21 shall be for a three-year  term, but Nutrition
21 may  terminate  your  employment  earlier  for  cause  or  without  cause  as
determined by written notice from the Board of Directors.  If Nutrition 21 fails
to  perform  and/or  mitigate  within a  reasonable  period  of time any term or
condition  herein,  you can terminate your employment upon written notice to the
Board of Directors.

For purposes of this  Agreement,  "cause" shall be defined as follows:  (1) your
conviction  (including a plea of guilty to nolo  contendere)  of a felony or any
crime of theft,  dishonesty  or moral  turpitude  or (2) your gross  omission or
gross dereliction of any statutory or common law duty to the Company or (3) your
gross violation of the Company's written policies and guidelines.

TERMINATION

In the event that Nutrition 21's Board of Directors  terminates  your employment
without cause, you will receive:  1) a continuation of your salary,  in ordinary
payroll  installments  and  subject  to  withholding,  for a period  equal to 12
months,  2) immediate  vesting of your Options,  and 3) a  continuation  of your
other  benefits as defined  herein for 12 months (but only to the maximum extent
permitted under law or by agreement with third parties),  or, if earlier,  until
you obtain other  employment.  Should the parties seek mutual  general  releases
after any such termination,  the terms thereof, and any additional consideration
to be afforded to either party, shall be as they may determine by mutual written
agreement.

In the event you resign for any other reason or if your employment is terminated
with cause, you shall be entitled to no salary or benefit continuation, and your
Options will be vested only to the extent vested prior to termination.

OTHER MATTERS

Notwithstanding  anything to the contrary  herein,  all vested  Options shall be
exercisable  for  one  year  after  termination  of  employment  if the  Company
terminated your employment  without cause, and for 90 days after  termination of
employment for all other terminations. The Options shall thereafter expire.

You agree that during and after termination of your employment and for a one (1)
year period following  termination,  you will not directly or indirectly compete
with  Nutrition  21 or engage in or  participate  in any  business  (in whatever
capacity, whether as owner, consultant,  adviser, employee or otherwise),  which
competes  with the business of Nutrition  21. This  paragraph may be enforced by
injunction  (without  posting  bond or  other  security),  as  well as by  other
remedies.  The preceding sentence does not prohibit you from passively owning up
to 2% of the voting securities of any entity that files public reports under the
Securities Exchange Act of 1934. Both during and after your employment, you will
maintain the confidentiality of the Company's confidential information,  and you
will not  disclose  or use such  information  other than for the

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benefit of the Company during your  employment.  If you are entitled to payments
under the first paragraph under "Termination," the period of the non-competition
undertaking  set forth in this paragraph shall be extended by one month for each
year of your service to or employment by Nutrition 21.

Any  controversy or claim arising out of or relating to this  Agreement,  or any
breach or default under this  Agreement,  shall,  with respect to all actions at
law  pertaining  to such  controversy,  claim,  breach,  or  default  (excepting
herefrom any action for equitable  relief with respect  thereto),  be settled by
arbitration  in the city and  state  where  Nutrition  21's  principal  place of
business is then located,  before a single  arbitrator  in  accordance  with the
then-prevailing  Rules of  Commercial  Arbitration  of the American  Arbitration
Association.  The arbitrator  shall not contravene or vary in any respect any of
the terms or provisions of this Agreement.  The award of the arbitrator shall be
final and binding upon the parties  hereto,  and judgment upon such award may be
entered in any court having jurisdiction thereof.

You  certify  that  you  have  not  been  debarred  by the  U.S.  Food  and Drug
Administration under 231. U.S.C. 335a (Federal Food, Drug and Cosmetic Act 306).

This  employment  Agreement is the only  employment  Agreement in effect between
Nutrition 21 and you, and it supersedes all prior agreements with respect to the
same subject matter.

If you accept this offer of continued  employment  and the  conditions  outlined
above,  would you please sign the original of this letter and initial each page.
Please retain the duplicate for your records.

Yours sincerely,

/s/ Gail Montgomery
Gail Montgomery

President and Chief Executive Officer

This letter accurately documents the terms of my employment.

Signed: /s/ Paul Intlekofer

Date:    September 25, 2002