Exhibit 4.4




Form of Amended and Restated Registration Rights Agreement dated as of April __,
2003 between the Company and certain investors in the November 2002 offering
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                           MEDICAL NUTRITION USA, INC.

               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

         THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the
"Agreement") is entered into as of April __, 2003 ("Effective Date"), by and
among MEDICAL NUTRITION USA, INC., a Delaware corporation (the "Company"), and
the purchasers listed on Exhibit A hereto, referred to hereinafter as the
"Purchasers" and each individually as an "Purchaser."

                                    RECITALS

         WHEREAS, the Company and certain of the Purchasers are parties to that
certain Registration Rights Agreement dated November 5, 2002 (the "Registration
Rights Agreement"), which provides for registration and other rights.

         WHEREAS, certain of the Purchasers are purchasing up to Two Million
Dollars ($2,000,000) aggregate principal amount of convertible promissory notes
(the "Financing") pursuant to Loan Agreements dated April __, 2003 (each a "Loan
Agreement" and, together with any subsequent Loan Agreement(s) entered in
connection with the Financing, the "Loan Agreements").

         WHEREAS, in connection with the Financing the parties desire to amend
and restate the Registration Rights Agreement in its entirety as set forth
herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1.        GENERAL.

         1.1      Definitions. As used in this Agreement the following terms
shall have the following respective meanings:

                  (a)      "Common Stock" means shares of the Company's common
stock.

                  (b)      "Convertible Notes" means the convertible promissory
notes issued by the Company in favor of certain of the Purchasers listed on
Exhibit A hereto.

                  (c)      "Exchange Act" means the Securities Exchange Act of
1934, as amended.

                  (d)      "Form S-3" means such form under the Securities Act
as in effect on the date hereof or any successor or similar registration form
under the Securities Act subsequently adopted by the SEC which permits inclusion
or incorporation of substantial information by reference to other documents
filed by the Company with the SEC.

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                  (e)      "Holder" means any person owning of record, or having
the right to acquire, Registrable Securities that have not been sold to the
public or any assignee of record of such Registrable Securities in accordance
with Section 2.7 hereof.

                  (f)      "Preferred Stock" means shares of the Company's
preferred stock.

                  (g)      "Register," "registered," and "registration" refer to
a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such registration statement or document.

                  (h)      "Registrable Securities" means (a) Common Stock of
the Company issuable or issued upon conversion of the Convertible Notes; (b)
Common Stock of the Company issuable or issued upon conversion of shares of
Preferred Stock issuable or issued upon conversion of the Convertible Notes; (c)
Common Stock of the Company issuable or issued upon the exercise of the
Warrants; (d) Common Stock of the Company purchased under the Subscription
Agreements and (e) any Common Stock of the Company issued as (or issuable upon
the conversion or exercise of any warrant, right or other security which is
issued as) a dividend or other distribution with respect to, or in exchange for
or in replacement of, the securities referenced in (a), (b), (c) and (d) above.
Notwithstanding the foregoing, Registrable Securities shall not include any
securities (i) sold by a person to the public either pursuant to a registration
statement or Rule 144, (ii) sold in a private transaction in which the
transferor's rights under Section 2 of this Agreement are not assigned or (iii)
held by a Holder (together with its affiliates) if, as reflected on the
Company's list of stockholders, such Holder (together with its affiliates) holds
less than 1% of the Company's outstanding Common Stock (treating all shares of
Preferred Stock on an as converted basis), the Company has completed its Initial
Offering and all shares of Common Stock of the Company issuable or issued upon
conversion of the Shares held by and issuable to such Holder (and its
affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period.

                  (i)      "Registrable Securities then outstanding" shall be
the number of shares of the Company's Common Stock that are Registrable
Securities and either (a) are then issued and outstanding or (b) are issuable
pursuant to then exercisable or convertible securities.

                  (j)      "Registration Expenses" shall mean all expenses
incurred by the Company in complying with Section 2.1 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, reasonable fees and disbursements of a
single special counsel for the Holders, blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company).

                  (k)      "SEC" or "Commission" means the Securities and
Exchange Commission.

                  (l)      "Securities Act" shall mean the Securities Act of
1933, as amended.

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                  (m)      "Selling Expenses" shall mean all underwriting
discounts and selling commissions applicable to the sale of Registrable
Securities pursuant to this Agreement.

                  (n)      "Special Registration Statement" shall mean (i) a
registration statement relating to any employee benefit plan or (ii) a
registration statement relating to the issuance or resale of securities issued
in a corporate reorganization or other transaction or (iii) a registration
statement on any form that does not permit secondary sales.

                  (o)      "Subscription Agreements" shall mean those
Subscription Agreements for Purchase of Shares dated April 2002, May 2002, June
2002 or July 2002 by and among the Company and certain of the Purchasers.

                  (p)      "Warrants" shall mean warrants to purchase Common
Stock of the Company issued by the Company to the Purchasers listed on Exhibit
A.

Section 2.        REGISTRATION.

         2.1      Piggyback Registrations. The Company shall notify all Holders
of Registrable Securities in writing at least fifteen (15) days prior to the
filing of any registration statement under the Securities Act for purposes of a
public offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding any Special Registration Statements) and will afford each
such Holder an opportunity to include in such registration statement, other than
with respect to a Special Registration Statement, all or part of such
Registrable Securities held by such Holder. Each Holder desiring to include in
any such registration statement all or any part of the Registrable Securities
held by it shall, within fifteen (15) days after the above-described notice from
the Company, so notify the Company in writing. Such notice shall state the
intended method of disposition of the Registrable Securities by such Holder. If
a Holder decides not to include all of its Registrable Securities in any
registration statement thereafter filed by the Company, such Holder shall
nevertheless continue to have the right to include any Registrable Securities in
any subsequent registration statement or registration statements as may be filed
by the Company with respect to offerings of its securities, all upon the terms
and conditions set forth herein.

                  (a)      Underwriting. If the registration statement under
which the Company gives notice under this Section 2.1 is for an underwritten
offering, the Company shall so advise the Holders of Registrable Securities. In
such event, the right of any such Holder to be included in a registration
pursuant to this Section 2.1 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting by the Company.
Notwithstanding any other provision of this Agreement, if the underwriter
determines in good faith that marketing factors require a limitation of the
number of shares to be underwritten, the number of shares that may be included
in the underwriting shall be allocated, first, to the Company; second, to the
Holders on a pro rata basis based on the total number of Registrable Securities
held by the Holders; and third, to any shareholder of the Company (other than a

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Holder) on a pro rata basis. If any Holder disapproves of the terms of any such
underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter, delivered at least ten (10) business days prior
to the effective date of the registration statement. Any Registrable Securities
excluded or withdrawn from such underwriting shall be excluded and withdrawn
from the registration. For any Holder which is a partnership or corporation, the
partners, retired partners and stockholders of such Holder, or the estates and
family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing person shall be deemed to be a single "Holder,"
and any pro rata reduction with respect to such "Holder" shall be based upon the
aggregate amount of shares carrying registration rights owned by all entities
and individuals included in such "Holder," as defined in this sentence.

                  (b)      Right to Terminate Registration. The Company shall
have the right to terminate or withdraw any registration initiated by it under
this Section 2.1 prior to the effectiveness of such registration whether or not
any Holder has elected to include securities in such registration. The
Registration Expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 2.2 below.

         2.2      Expenses of Registration. Except as specifically provided
herein, all Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to this Section 2 shall be borne by the
Company. All Selling Expenses incurred in connection with any registrations
hereunder shall be borne by the holders of the securities so registered pro rata
on the basis of the number of shares so registered.

         2.3      Obligations of the Company. Whenever it effects the
registration of any Registrable Securities pursuant to this Section 2, the
Company shall, as expeditiously as reasonably possible:

                  (a)      Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use all reasonable
efforts to cause such registration statement to become effective, and, upon the
request of the Holders of a majority of the Registrable Securities registered
thereunder, keep such registration statement effective for up to one hundred
twenty (120) days or, if earlier, until the Holder or Holders have completed the
distribution related thereto; provided, however, that (i) such 120-day period
shall be extended for a period of time equal to the period the Holder refrains
from selling any securities included in such registration at the request of an
underwriter of securities of the Company; and (ii) in the case of any
registration of Registrable Securities on Form S-3 which are intended to be
offered on a continuous or delayed basis, such 120-day period shall be extended,
if necessary, to keep the registration statement effective until all such
Registrable Securities are sold, however in no event longer than one year from
the effective date of the registration statement and provided that Rule 145, or
any successor rule under the Securities Act, permits an offering on a continuous
or delayed basis, and provided further that applicable rules under the
Securities Act governing the obligation to file a post-effective amendment
permit, in lieu of filing a post-effective amendment that (a) includes any
prospectus required by Section 10(a)(3) of the Securities Act or (b) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration statement, the incorporation by reference of
information required to be included in (a) or (b) above to be contained in
periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in
the registration statement.

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                  (b)      Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement for the period set forth in
subsection (a) above.

                  (c)      Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

                  (d)      Use its reasonable efforts to register and qualify
the securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by the Holders; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions.

                  (e)      In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter(s) of such offering. Each
Holder participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

                  (f)      Notify each Holder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing. The Company will use reasonable efforts to amend or supplement such
prospectus in order to cause such prospectus not to include any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.

                  (g)      Use its reasonable efforts to furnish, on the date
that such Registrable Securities are delivered to the underwriters for sale, if
such securities are being sold through underwriters, (i) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters in
an underwritten public offering, addressed to the underwriters, if any, and (ii)
a letter, dated as of such date, from the independent certified public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten
public offering addressed to the underwriters.

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                  (h)      Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.

                  (i)      Provide a transfer agent and registrar for all
Registrable Securities registered pursuant hereunder and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration.

         2.4      Termination of Registration Rights. All registration rights
granted under this Section 2 shall terminate and be of no further force and
effect on the earlier to occur of (a) the date upon which all Registrable
Securities can be sold under Rule 144(k); or (b) the fifth (5th) anniversary of
the Effective Date of this Agreement.

         2.5      Delay of Registration; Furnishing Information.

                  (a)      No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 2.

                  (b)      It shall be a condition precedent to the obligations
of the Company to take any action pursuant to Section 2.1 that the selling
Holders shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them and the intended method of disposition of
such securities as shall be required to effect the registration of their
Registrable Securities.

         2.6      Indemnification. In the event any Registrable Securities are
included in a registration statement under Section 2.1:

                  (a)      To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners, members, officers and
directors of each Holder, any underwriter (as defined in the Securities Act) for
such Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Securities Act or the Exchange Act, against any
losses, claims, damages, or liabilities (joint or several) to which they may
become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement or incorporated by reference therein, including any preliminary
prospectus or final prospectus contained therein or any amendments or
supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law in connection with the offering covered by such
registration statement; and the Company will reimburse each such Holder,
partner, member, officer, director, underwriter or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;

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provided however, that the indemnity agreement contained in this Section 2.6(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by such Holder, partner, member,
officer, director, underwriter or controlling person of such Holder.

                  (b)      To the extent permitted by law, each Holder will, if
Registrable Securities held by such Holder are included in the securities as to
which such registration qualifications or compliance is being effected,
indemnify and hold harmless the Company, each of its directors, its officers and
each person, if any, who controls the Company within the meaning of the
Securities Act, any underwriter and any other Holder selling securities under
such registration statement or any of such other Holder's partners, directors or
officers or any person who controls such Holder, against any losses, claims,
damages or liabilities (joint or several) to which the Company or any such
director, officer, controlling person, underwriter or other such Holder, or
partner, director, officer or controlling person of such other Holder may become
subject under the Securities Act, the Exchange Act or other federal or state
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any of the following statements,
omissions or violations (collectively, a "Holder Violation"): (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement or incorporated by reference therein, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company of the Securities Act, in each case to the extent (and only to the
extent) that such Holder Violation occurs in reliance upon and in conformity
with written information furnished by such Holder under an instrument duly
executed by such Holder and stated to be specifically for use in connection with
such registration; and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, or partner, officer, director
or controlling person of such other Holder in connection with investigating or
defending any such loss, claim, damage, liability or action if it is judicially
determined that there was such a Holder Violation; provided, however, that the
indemnity agreement contained in this Section 2.6(b) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided further, that in no event shall any
indemnity under this Section 2.6 exceed the proceeds from the offering received
by such Holder.

                  (c)      Promptly after receipt by an indemnified party under
this Section 2.6 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.6, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually

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satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.6, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 2.6.

                  (d)      If the indemnification provided for in this Section
2.6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a result
of such loss, claim, damage or liability in such proportion as is appropriate to
reflect the relative fault of the indemnifying party on the one hand and of the
indemnified party on the other in connection with the statements or omissions
that resulted in such loss, claim, damage or liability, as well as any other
relevant equitable considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by a court of law by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission; provided, that in no event shall any
contribution by a Holder hereunder exceed the proceeds from the offering
received by such Holder.

                  (e)      The obligations of the Company and Holders under this
Section 2.6 shall survive completion of any offering of Registrable Securities
in a registration statement and the termination of this Agreement. No
indemnifying party, in the defense of any such claim or litigation, shall,
except with the consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.

         2.7      Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 2 may be
assigned by a Holder to a transferee or assignee of Registrable Securities that
(a) is a wholly-owned subsidiary, parent, general partner, limited partner,
retired partner, member or retired member of a Holder, (b) is a Holder's family
member or trust for the benefit of an individual Holder, or (c) acquires at
least ten percent (10%) of the then outstanding shares of Common Stock, (as
adjusted for stock splits and combinations); provided, however, (i) the
transferor shall, within ten (10) days after such transfer, furnish to the
Company written notice of the name and address of such transferee or assignee
and the securities with respect to which such registration rights are being
assigned; (ii) such transferee shall agree to be subject to all restrictions set
forth in this Agreement; and (iii) such transferee shall not be a competitor of
the Company as determined in the reasonable discretion of the Board of Directors
of the Company.

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         2.8      Amendment of Registration Rights. Any provision of this
Section 2 may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of
at least a majority of the Registrable Securities then outstanding. Any
amendment or waiver effected in accordance with this Section 2.8 shall be
binding upon each Holder and the Company. By acceptance of any benefits under
this Section 2, Holders of Registrable Securities hereby agree to be bound by
the provisions hereunder.

         2.9      Rule 144 Reporting. With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:

                  (a)      Make and keep public information available, as those
terms are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the effective date
of the first registration filed by the Company for an offering of its securities
to the general public.

                  (b)      File with the SEC, in a timely manner, all reports
and other documents required of the Company under the Exchange Act and the
Securities Act.

                  (c)      So long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon request: (i) a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144,
the Securities Act, and of the Exchange Act (at any time after it has become
subject to such reporting requirements); (ii) a copy of the most recent annual
or quarterly report of the Company filed with the Commission and such other
reports and documents so filed by the Company; and (iii) such other reports,
documents and information as a Holder may reasonably request in connection with
availing itself of any rule or regulation of the SEC allowing it to sell any
such securities without registration.

Section 3.        MISCELLANEOUS.

         3.1      Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware in all respects as such laws
are applied to agreements among Delaware residents entered into and performed
entirely within Delaware. The parties agree that any action brought by either
party under or in relation to this Agreement, including without limitation to
interpret or enforce any provision of this Agreement, shall be brought in, and
each party agrees to and does hereby submit to the jurisdiction and venue of,
any state or federal court located in Delaware.

         3.2      Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the parties hereto and their respective successors, assigns, heirs,
executors, and administrators and shall inure to the benefit of and be
enforceable by each person who shall be a holder of Registrable Securities from
time to time; provided, however, that prior to the receipt by the Company of
adequate written notice of the transfer of any Registrable Securities specifying

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the full name and address of the transferee, the Company may deem and treat the
person listed as the holder of such shares in its records as the absolute owner
and holder of such shares for all purposes, including the payment of dividends
or any redemption price.

         3.3      Entire Agreement. This Agreement, the exhibits and schedules
hereto, and the Loan Agreement and the other documents delivered pursuant
thereto (collectively, the "related Agreements") constitute the full and entire
understanding and agreement between the parties with regard to the subjects
hereof and no party shall be liable or bound to any other in any manner by any
oral or written representations, warranties, covenants and agreements except as
specifically set forth herein and therein. Each party expressly represents and
warrants that it is not relying on any oral or written representations,
warranties, covenants or agreements outside of this Agreement and the Related
Agreements.

         3.4      Severability. In the event one or more of the provisions of
this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.

         3.5      Amendment and Waiver.

                  (a)      Except as otherwise expressly provided, this
Agreement may be amended or modified only upon the written consent of the
Company and the holders of at least a majority of the then-outstanding
Registrable Securities.

                  (b)      Except as otherwise expressly provided, the
obligations of the Company and the rights of the Holders under this Agreement
may be waived only with the written consent of the holders of at least a
majority of the then-outstanding Registrable Securities.

                  (c)      For the purposes of determining the number of Holders
or Purchasers entitled to vote or exercise any rights hereunder, the Company
shall be entitled to rely solely on the list of record holders of its stock as
maintained by or on behalf of the Company.

         3.6      Delays or Omissions. It is agreed that no delay or omission to
exercise any right, power, or remedy accruing to any party, upon any breach,
default or noncompliance by another party under this Agreement, or the Related
Agreements, shall impair any such right, power, or remedy, nor shall it be
construed to be a waiver of any such breach, default or noncompliance, or any
acquiescence therein, or of any similar breach, default or noncompliance
thereafter occurring. It is further agreed that any waiver, permit, consent, or
approval of any kind or character on any party's part of any breach, default or
noncompliance under this Agreement or the Related Agreements or any waiver on
such party's part of any provisions or conditions of this Agreement or the
Related Agreements must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this
Agreement or the Related Agreements, by law, or otherwise afforded to any party,
shall be cumulative and not alternative.

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         3.7      Notices. Any communications between the parties or notices
provided for in this Agreement may be given by mailing them, first class,
postage prepaid, to the Company at the address as set forth on the signature
page hereof and to Purchaser at the address as set forth on Exhibit A hereto or
to such other address as either party may indicate to the other in writing after
the date of this Agreement.

         3.8      Attorneys' Fees. In the event that any suit or action is
instituted under or in relation to this Agreement, including without limitation
to enforce any provision in this Agreement, the prevailing party in such dispute
shall be entitled to recover from the losing party all fees, costs and expenses
of enforcing any right of such prevailing party under or with respect to this
Agreement, including without limitation, such reasonable fees and expenses of
attorneys and accountants, which shall include, without limitation, all fees,
costs and expenses of appeals.

         3.9      Titles and Subtitles. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.

         3.10     Counterparts; Facsimile. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. To the maximum extent permitted by law
or by any applicable governmental authority, this Agreement may be signed and
transmitted by facsimile with the same validity as if it were an ink-signed
document.

         3.11     Aggregation of Stock. All shares of Registrable Securities
held or acquired by affiliated entities or persons or persons or entities under
common management or control shall be aggregated together for the purpose of
determining the availability of any rights under this Agreement.

         3.12     Additional Purchasers. Notwithstanding anything to the
contrary contained herein, if additional purchasers shall participate in the
Financing by executing Loan Agreements, any such purchaser shall become a party
to this Agreement by executing and delivering an additional counterpart
signature page to this Agreement and shall be deemed a "Purchaser," a "Holder"
and a party hereunder.

         3.13     Pronouns. All pronouns contained herein, and any variations
thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular or plural, as to the identity of the parties hereto may require.




                  [Remainder of Page Intentionally Left Blank]


                                      -12-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.


COMPANY:

MEDICAL NUTRITION USA, INC.



/s/ FRANK A. NEWMAN
--------------------------------------------------
Frank A. Newman, Chairman, Chief Executive Officer

10 West Forest Avenue
Englewood, New Jersey  07631

Fax: (201) 569-3224


                                      -13-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT as of the date set forth in the first
paragraph hereof.


                                       PURCHASER:


                                       _________________________________________
                                             (insert name of Purchaser)


                                       By: _____________________________________

                                       Print Name: _____________________________

                                       Title: __________________________________
                                                       (if applicable)


                                      -14-
<PAGE>

                                    Exhibit A
                                    ---------

                             Schedule of Purchasers
<PAGE>
                                 2003 FINANCING

Name                                                   Amount            State
----                                                   ------            -----

MHR Capital Partners LP                           $665,000.00               NY
The Ullman Family Partnership (R. Ullman)         $600,000.00               NJ
Frank Newman                                      $550,000.00               VA
Mark Rachesky                                     $300,000.00               NY
Kahan Memorial Foundation (A. Eisenreich)         $200,000.00               NJ
Grand Slam LLC (Andy Horowitz)                    $100,000.00               NJ
Peter Sudler                                      $100,000.00               NJ
Stephen Irwin                                     $100,000.00               NJ
Joseph S. Littenberg                               $75,000.00               NJ
Sidney David                                       $50,000.00               NJ
Patrick Lander                                     $50,000.00               CT
Larry Burstein                                     $37,500.00               NY
Richard Rosenstock                                 $37,500.00               NY
Sue Berland                                        $37,500.00               NY
Gene Terry                                         $25,000.00               FL
Leslie Slutsky                                     $22,500.00               NY
Steven Burns                                       $37,500.00               CA
Arnold Gans                                        $15,000.00               NJ
Myra Gans                                          $15,000.00               NJ
Barbara Goldin                                     $15,000.00               FL
Cricket Services, Ltd (John Cattier)               $15,000.00           Europe
Richard Braver                                     $15,000.00               MD
Richard Kress                                      $15,000.00               MD
Steven Milner                                      $15,000.00               NY
Hal Goldstein                                      $10,000.00               NY
Sai Devabhaktuni                                   $10,000.00               NY
Emily Fine                                         $10,000.00               NY
Mark Rosenberg                                      $5,000.00               NY