NUTRITION
      21, INC.

    


    AWARD
      AGREEMENT


    


    THIS
      AGREEMENT,
      made as
      of _________,
      by and
      between Nutrition 21, Inc., a New York corporation (the “Company”), and Michael
      A. Zeher (the “Grantee”).

    


    WITNESSETH:

    


    WHEREAS,
      the
      Company desires to induce Grantee to become employed by the Company as its
      President and Chief Executive Officer and to join the Company’s Board of
      Directors, and the Company desires to afford the Grantee an opportunity to
      acquire stock ownership in the Company so that the Grantee may have a direct
      proprietary interest in the Company’s success:

    


    NOW,
      THEREFORE, in
      consideration of the covenants and agreements herein contained, the parties
      hereto hereby agree as follows:

    


    1. Grant
      of
      Award. Pursuant to the provisions of the Nutrition 21, Inc. 2002
      Inducement Stock Option Plan (the “Plan”), the Company hereby grants to the
      Grantee, subject to the terms and conditions of the Plan and subject further
      to
      the terms and conditions herein set forth, the following:

    


    (a) the
      right, pursuant to the Plan, to purchase from the Company all or any part of
      an
      aggregate of 1,000,000 shares of Common Stock ($.005 par value) of the Company
      at the purchase price of $0.36 per
      share
      (the “Stock Options”). The Stock Options are intended to be Incentive Stock
      Options under Section 422 of the Internal Revenue Code of 1986, as amended,
      to
      the extent permitted by law.

    


    (i) The
      Stock
      Options will vest (i) one-third on each anniversary of July 14, 2008 so long
      as
      on such anniversary the Grantee continues to be employed by the Company, or
      (ii), if earlier, on the Grantee’s death or permanent disability. 

    


    (ii) Whether
      or not vested, the Stock Options will expire on the earlier of 89 days after
      termination of Grantee’s employment (for any reason or for no reason and whether
      or not for cause) or 10 years after the date of grant.

    


    (iii) Any
      exercise of such Stock Options shall be accompanied by a written notice to
      the
      Company specifying the number of shares as to which the Stock Options are being
      exercised.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iv) At
      the
      time of any exercise, the purchase price shall be paid in cash, unless the
      Company offers a cashless exercise alternative. In that event, Grantee may
      elect
      to pay in cash or use the cashless exercise alternative. The purchase price
      equals the number of shares as to which the Stock Options are being exercised
      multiplied by the purchase price per share. The Company will make all necessary
      tax withholding at the time of exercise, in the manner and to the extent
      provided for by law. 

    


    (v) The
      Stock
      Options are not transferable other than by will or by the  laws
      of
      descent and distribution. During the lifetime of Grantee, the  Stock
      Options shall be exercisable only by the Grantee.

    


    (vi) The
      Grantee shall have no rights as a stockholder with respect to any shares of
      Common Stock subject to the Stock Options prior to the date of issuance of
      such
      shares.

    


    
      	2.	
              Sale
                of Shares. Grantee agrees to advise the company of the sale of shares
                 acquired by exercise of Stock Options, including the date(s) of
                sale, number of  shares and
                price(s).

            


    

    


    
      	3.	
              Compliance
                With Law and Regulations. This award and the obligations of the
                 Company hereunder, shall be subject to all governmental laws, rules
                and  regulations and to such approvals by any government or
                regulatory agency as may  be
                required.

            


    

    


    
      	4.	
              Grantee
                Bound By Plan. The Grantee hereby acknowledges receipt of a copy
                of
                 the Plan and agrees to be bound by all the terms and provisions
                thereof. To the  extent that this agreement is silent with respect
                to, or in any way inconsistent with  the terms of the Plan, the
                provisions of the Plan shall
                govern.

            


    

    


    
      	
              5.

            	
              Notices.
                Any notices hereunder to the Company shall be sent to the following
                address: Nutrition 21, Inc., 4 Manhattanville Road, Purchase, NY
                10577,
                Attention: General Counsel; and any notice hereunder to the Grantee
                shall
                be sent to Grantee at Grantee’s residence or work
                location.

            


    

    


    IN
      WITNESS WHEREOF, Nutrition
      21, Inc. has caused this Agreement to be executed by an authorized officer
      of
      the Company and the Grantee has executed this Agreement, both as of the day
      and
      year first above written.

    


    
      	
              By

            	
              ______________________________

            
	 	
              General
                Counsel

            
	 	 
	 	
              ______________________________

            
	 	
              Grantee
                Signature