Confidentiality
      and Non-Compete Agreement

     

    Effective
      July 14, 2008 Michael A. Zeher (the “Executive”) will become President and Chief
      Executive Officer of Nutrition 21, Inc., a New York corporation (the “Company”).


     

    In
      order
      to induce the Company to enter into an employment agreement with Executive
      of
      even date herewith, and for other good and valuable consideration, Executive
      hereby agrees in favor of the Company as follows:

     

    1. Obligation
      of Confidentiality.

     

    1.1
      “Confidential Information” means any information and data of a confidential
      nature disclosed by the Company, or which is learned in connection with
      employment by the Company, whether in oral, written, graphic, or
      machine-readable form, but does not include any information which (a) at the
      time of disclosure was part of the public domain; (b) after disclosure becomes
      part of the public domain by publication or otherwise, except by breach of
      this
      agreement by Executive; or (c) at any time after the termination of the
      Employment Period is disclosed to Executive by a third party not known to
      Executive to be under any confidentiality obligation to the
      Company.

     

    1.2
      The
      Executive will hold the Company’s Confidential Information in strict confidence
      and not to disclose such Confidential Information to any third parties nor
      make
      use of such Confidential Information for his own benefit or for the benefit
      of
      another, or for any use other than in the course of providing services for
      the
      Company
      in the
      course of employment. Upon the written request of Company or termination of
      the
      Executive’s relationship with the Company, for any reason whatsoever, the
      Executive shall return to Company and/or destroy all Confidential Information,
      and all copies thereof, properly belonging to Company, unless otherwise
      instructed in writing by Company. In addition, upon request by the Company,
      the
      Executive shall promptly deliver a written certification affirming that
      Executive has complied with this Section.

     

    1.3
      The
      obligations of confidentiality set forth in this Section shall bind the
      Executive during his employment and at all times thereafter.

     

    2. Obligation
      Not To Compete. During
      the period beginning on the date of this Agreement and ending 12 months after
      the termination of his employment for any reason or for no reason and whether
      or
      not for cause or for good reason, except on behalf of the Company, Executive
      will not anywhere directly or indirectly (whether through his employer, family
      members or other affiliated parties or otherwise) be employed or retained by,
      provide financing for, or solicit, contract or offer to provide or sell or
      purchase or otherwise deal in or with any product or service that is competitive
      with the Company’s products or services or planned products or
      services.

     

    3. No-Hire.
      Executive covenants that during the 12 month period after the termination of
      his
      employment for any reason or for no reason and whether or not for cause or
      for
      good reason, Executive will not directly or indirectly (whether through his
      employer, family members or other affiliated parties or otherwise):

     

    3.1
      solicit or hire or retain any person who was an employee or consultant of the
      Company at any time during the then preceding two years, or

     

    3.2
      encourage or solicit any person to leave the employ of the Company.

     

    4. Intellectual
      Property.

     

    4.1
      All
      inventions, software, ideas, strategies, methods, trade secrets, and associated
      documentation, whether or not patentable or copyrightable, made or conceived
      solely or jointly by Executive’s during his employment by the Company, or after
      his employment by the Company which relate in any manner to the actual or
      anticipated business, including research and development, of the Company
      (“Intellectual Property”), shall be the property of the Company. In addition,
      Executive agrees:

     

    
      
         

      

      
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              a.

            	
              To
                promptly and fully disclose in writing to the Company all such
                Intellectual Property;

            


    

     

    b. To
      cooperate with the Company in all reasonable ways to protect the Company's
      rights therein, including the execution of papers deemed by the Company to
      be
      desirable or necessary to enable the Company to apply for, secure, and maintain
      patent or copyright protection thereon in the United States and in foreign
      countries;

     

    4.2
      To
      the extent the Company’s ownership of the Intellectual Property is ever at
      issue, Executive, on behalf of Executive and Executive’s heirs and successors in
      interest, does hereby irrevocably assign, free of any liens or encumbrances,
      all
      his worldwide rights, title and interest in and to said Intellectual Property
      to
      the Company, including, without limitation, any and all copyrights and all
      patents of said Intellectual Property, to have and to hold unto its successors
      and assigns, and this Agreement shall be proper evidence thereof.

     

    5. Remedies.
      In the
      event of breach or threatened breach by Executive of any provision of this
      Agreement, the Company shall be entitled to apply for relief by temporary
      restraining order, temporary injunction, or permanent injunction, without
      requirement of posting a bond or any other security, and to all other relief
      to
      which it may be entitled, including any and all monetary damages which the
      Company may incur as a result of said breach, violation or threatened breach
      or
      violation.

     

    6. No
      Offsets.
      The
      validity of this Agreement and the covenants thereunder shall in no way be
      affected by any valid or invalid claims or causes of action that Executive
      has
      or will have against the Company for any matter or thing, including without
      limitation, the termination by the Company of Executive’s employment without
      cause, breach by the Company of any agreement with the Company or the failure
      by
      the Company to pay any amount to the Executive.

     

    7. Miscellaneous.

     

    7.1
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York and embodies all of the understandings and obligations between
      the parties with respect to the subject matter hereof. This agreement supersedes
      all prior agreements entered into by the parties with respect to the subject
      matter hereof. In the event of any inconsistency between this Agreement and
      any
      other agreement with the Executive, this Agreement shall govern and be binding.
      This Agreement shall not be changed, modified or amended except in a writing
      signed by both parties.

     

    7.2
      This
      Agreement is not an employment agreement and gives no right to Executive to
      be
      retained for any period or any duration, or any other rights.

     

    7.3
      To
      the extent any provision of this Agreement is held to be unenforceable or
      invalid, the remainder of the Agreement shall be remain in full force and effect
      and the Agreement shall be interpreted to give effect to the such provision
      to
      the maximum extent permitted by law.

     

    7.4
      No
      failure or delay (in whole or in part) on the part of either party hereto to
      exercise any right or remedy hereunder will impair any such right or remedy,
      operate as a waiver thereof, or affect any right or remedy hereunder. All rights
      and remedies hereunder are cumulative and are not exclusive of any other rights
      or remedies provided hereunder or by law.

     

    7.5
      Notice. Any
      and
      all notices or other communications required or permitted to be given under
      any
      of the provisions of this Agreement shall be in writing and shall be deemed
      to
      have been duly given when personally delivered or when forwarded for priority
      delivery by Federal Express or other recognized courier, addressed, if to the
      Company, to it at its then principal offices, attn: Chairman of the Board with
      a
      copy to the General Counsel, and, if to the Executive, to him at Michael
      A. Zeher, addressed
      to the Company’s then principal offices (or at such other address as any party
      may specify by notice to all other parties given as aforesaid).

     

    
      
         

      

      
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    7.6
      Governing
      Law; Resolution of Disputes; Service of Process. This Agreement shall in all
      respects be construed according to the laws of the State of New York. Service
      of
      process shall be effective when given in the manner provided for under New
      York
      law. The
      federal and state courts sitting in the State of New York shall have exclusive
      jurisdiction with respect to this Agreement. 

     

    7.7
      Executive acknowledges receipt of this Agreement, and that his ability to earn
      a
      livelihood will not be unreasonably affected hereby. He has discussed this
      Agreement with his counsel.

     

    7.8
      This
      Agreement may be signed by facsimile and in counterparts.

     

    
      	
              NUTRITION
                21 INC..

               

            	 	 
	
              By:

            	
              /s/
                John H. Gutfreund

            	
              Executive

            	
              /s/
                Michael A. Zeher

            
	
              Name:
                John H. Gutfreund

            	
              Name:
                Michael A. Zeher

            
	
              Title:
                Chairman of the Board

            	
              Date:
                July 7, 2008

            
	 	 
	
              Date:
                July 2, 2008

            	 


    

     

    
      
         

      

      
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