John
                  H. Gutfreund

              
	
                Chairman
                  of the Board

              


      

    

     

    July
      2,
      2008

     

    Michael
      A. Zeher

    Missoula,
      Montana 59808

     

    Dear
      Mr.
      Zeher:

     

    This
      Letter Agreement (“Agreement”) sets forth the terms on which you are to be
      employed by Nutrition 21, Inc. (the “Company”). 

     

    
      	
              1)

            	
              GENERAL
                

            


    

     

    
      	 	
              a)

            	
              Effective
                July 14, 2008 and continuing thereafter during the Term (as hereinafter
                defined), the Company shall employ you, and you shall be employed
                by the
                Company, as its President and Chief Executive Officer. You shall
                report to
                the Board of Directors (the “Board”).


            


    

     

    
      	 	
              b)

            	
              You
                shall be elected as a director of the Company effective at the
                commencement of the Term, and you shall thereafter be nominated by
                the
                Board for reelection as a director by the shareholders at their annual
                meetings during the Term.

            


    

     

    
      	 	
              c)

            	
              Your
                employment by the Company shall be full time and you shall engage
                in no
                other business or employment during the Term, except that you may
                supervise your passive investments. You shall not serve on the board
                of
                any other for-profit company, except that you may serve as an outside
                director of Matrixx Initiatives, Inc. and as an outside director
                of any
                other companies that are approved in writing by the Board. Charitable
                organizations and similar type activities of a community service/volunteer
                nature are not prohibited by this
                paragraph.

            


    

     

    
      	 	
              d)

            	
              You
                shall adhere to the Company’s Standards of Business
                Conduct.

            


    

     

    
      	
              2)

            	
              PERIOD
                OF EMPLOYMENT 

            


    

     

    
      	 	
              a)

            	
              The
                Term means the three-year period beginning on July 14, 2008 and ending
                July 13, 2011. However, the Term may be extended for successive one-year
                periods (each, a “Renewal Term”) unless at least 90 days prior to the end
                of the Term or the then most recent Renewal Term, the Company shall
                give
                notice to you or you shall give notice to the Company that the Term
                will
                not be further extended. In the event that this agreement is not
                renewed
                by the Company in either the original or renewal Terms, you shall
                be
                entitled to the twelve-month severance as prescribed in section 6.
                

            


    

     

    
      	 	
              b)

            	
              Notwithstanding
                the foregoing, your employment with the Company shall terminate on
                the
                earlier of your death or permanent disability, or upon termination
                by the
                Company or by you as provided in Section
                6.

            


    

     

    
      	
              3)

            	
              COMPENSATION
                Your base compensation will be at the annual rate of $325,000, and
                will be
                paid in ordinary payroll installments, subject to withholding and
                similar
                deductions. The Board will review your base compensation in July
                2009, and
                each July after that for the Term, and may increase your base compensation
                in its sole discretion, provided however, that the base salary shall
                be
                increased annually in a minimum amount that reflects the cost of
                living
                increase effective for the New York and vicinity area as published
                in the
                United States Consumer Price Index for the most recent time period
                preceding July 14 of the calendar year. This cost of living adjustment
                shall be effective for the pay period next following July 14 of each
                calendar year during the Term.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              4)

            	
              BONUS
                AND STOCK OPTIONS 

            


    

     

    
      	 	
              a)

            	
              You
                will receive, in addition to your base pay set forth above, an annual
                cash
                bonus of up to 60% of your annualized base compensation based on
                the
                extent to which you meet specific Performance Objectives based on
                cash
                flow, profitability and sales growth (in that order of importance)
                that
                the Board will establish in its discretion. These Performance Objectives
                for Fiscal Year 2009 are attached to this agreement as Exhibit A
                and
                incorporated herein by this reference. Each year of the Term, the
                Performance Objectives for the following year will be determined
                by the
                Board and the addendum attached hereto shall be amended to reflect
                the new
                Performance Objectives.

            


    

     

    
      	 	
              b)

            	
              By
                separate grant letter, the Company will on the date you become employed
                grant to you stock options to purchase 1,000,000 shares of the Company
                common stock (“Stock Options”) under the Company’s 2002 Inducement Stock
                Option Plan (the “Plan”). The Stock Options will vest (i) one-third on
                each anniversary of the commencement of the Term so long as on such
                anniversary you continue to be employed by the Company, or (ii),
                if
                earlier, on your death or permanent disability. Whether or not vested,
                the
                Stock Options will expire on the earlier of 89 days after termination
                of
                your employment (for any reason or for no reason and whether or not
                for
                cause) or 10 years after the date of grant. The Stock Options shall
                also
                be subject to the terms of the Plan and the grant letter. A copy
                of the
                Plan and grant letter will be provided to you prior to the date you
                sign
                this agreement.

            


    

     

    Notwithstanding
      any of the foregoing, in the event the Company or a controlling interest in
      the
      Company is sold, majority control in the Company changes for any reason, or
      the
      Company is liquidated or is subject to an assignment for the benefit of
      creditors or files for protection under the United States Bankruptcy code,
      all
      of the Stock Options referred to above shall immediately vest to you without
      regard to the length of time you may have been employed.

     

    The
      Board
      will review you annually for additional stock options or grants based on
      mutually agreed performance objectives and according to the above
      terms.

     

    
      	
              5)

            	
              OTHER
                BENEFITS 

            


    

     

    
      	 	
              a)

            	
              The
                Company will during the Term cover you under its group insurance
                plans,
                e.g., medical, dental, vision, life insurance, AD&D, Short and Long
                Term Disability to the extent coverage is provided to similarly situated
                executives. You will also be entitled to participate in the Company’s
                sponsored savings plan. The Company shall maintain a policy of Director’s
                and Officer’s insurance that will protect you in the event you are named
                in any claim or suit, and shall provide you indemnity and a defense
                to any
                such claim. This policy, in the event of your termination or the
                termination of the Company’s existence, shall continue to insure you for
                all acts performed while you were employed under the terms of this
                agreement or a successor agreement.

            


    

     

    
      	 	
              b)

            	
              The
                Company will reimburse you for your reasonable documented out of
                pocket
                expenses incurred on behalf of the Company, but not for your home
                office
                expenses other than Company-related telephone expenses.
                

            


    

     

    
      	 	
              c)

            	
              You
                will receive four weeks of annual paid vacation. Annual paid vacation
                will
                accrue in accordance with the Company's vacation policy and any vested
                but
                unused vacation time shall be paid upon any termination of your
                employment. 

            


    

     

    
      	 	
              d)

            	
              The
                Company will reimburse you for moving and relocation expenses that
                the
                Compensation Committee has approved in advance for up to $62,000.00.
                Should you resign without Good Reason (as hereinafter defined) before
                July
                14, 2009, you will on the date of your resignation refund to the
                Company
                the total actual reimbursement received by you, up to the $62,000
                maximum.
                In the event of your death or disability on or before July 14, 2009,
                this
                reimbursement shall be waived by the
                Company.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              e)

            	
              On
                or before December 31, 2008 you
                will establish your principal residence within commuting distance
                from the
                Company’s principal office in Purchase, New York.
                The Company will reimburse you for up to $8,000 of documented temporary
                living and travel expenses that you incur after the date hereof and
                prior
                to moving into a new residence under this paragraph. These expenses
                are
                intended to offset costs incurred during the time that you have sold
                one
                residence and are unable to move into your new
                residence.

            


    

     

    
      	
              6)

            	
              TERMINATION
                

            


    

     

    
      	 	
              a)

            	
              Termination
                for Good Reason

            


    

     

    
      	 	
              i)

            	
              Your
                employment will be considered to have been terminated by you for
“Good
                Reason” if the Company has breached any provision of this Agreement, you
                have given notice thereof to the Company and a demand that the breach
                be
                cured, and the Company has failed to cure the breach within 30 days
                after
                the Company has received your
                notice.

            


    

     

    
      	 	
              b)

            	
              Termination
                for Cause

            


    

     

    
      	 	
              i)

            	
              Your
                employment will be considered terminated by the Company “For Cause” if the
                Board notifies you that such termination is on account of:
                

            


    

     

    
      	 	
              (1)

            	
              your
                failure to perform your duties for the Company other than any such
                failure
                resulting from your disability, after (A) a written demand for performance
                was delivered to you by the Board which specifically identified the
                manner
                in which the Board believes that you have not performed your duties,
                and
                (B) your failure to reasonably comply with such demand within thirty
                days
                after notice to you, 

            


    

     

    
      	 	
              (2)

            	
              your
                engagement in conduct materially and demonstrably injurious to the
                Company, 

            


    

     

    
      	 	
              (3)

            	
              your
                breach of any provision of this Agreement or of the Confidentiality
                and
                Non-Compete Agreement referred to in Section 7),
                or 

            


    

     

    
      	 	
              (4)

            	
              your
                conviction of any felony.

            


    

     

    
      	 	
              c)

            	
              Your
                Rights after Termination

            


    

     

    
      	 	
              i)

            	
              In
                the event that you resign for Good Reason or the Company terminates
                your
                employment other than For Cause, and after such resignation or termination
                you execute and deliver to the Company a general release in form
                and
                substance acceptable to the Company, then you will receive a continuation
                of your base salary, in ordinary payroll installments and subject
                to
                withholding, for 12 months from
                the date of your termination. In addition to the salary continuation
                as
                set forth above, you shall continue to receive employee benefits
                at the
                same level as you received prior to your termination, for a period
                of 12
                months following
                the date of your termination. 

            


    

     

    
      	 	
              ii)

            	
              In
                the event that (i) you resign other than for Good Reason or (ii)
                the
                Company terminates your employment For Cause, then you shall be entitled
                to receive your salary and benefits accrued to the date of termination,
                and you shall not be entitled to any further salary or
                benefits.

            


    

     

    
      	 	
              d)

            	
              No
                Other Rights

            


    

     

    
      	 	
              i)

            	
              The
                post-termination rights provided in this Section are exclusive of
                any and
                all other rights or benefits or
                reimbursements.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              7)

            	
              There
                are incorporated herein each of the provisions of the Confidentiality
                and
                Non-Compete Agreement between the Company and you dated as of this
                date.

            


    

     

    
      	
              8)

            	
              The
                federal and state courts sitting in the State of New York shall have
                exclusive jurisdiction with respect to this Agreement.
                

            


    

     

    
      	
              9)

            	
              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 you, at 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).

            


    

     

    
      	
              10)

            	
              This
                employment agreement supersedes all prior agreements and understandings
                (whether in writing, oral in board resolutions or otherwise) with
                respect
                to the subject matter of this agreement. Without limiting the generality
                of the foregoing, it sets forth all of your rights to compensation
                and
                other benefits both during your employment and thereafter. It may
                not be
                changed or terminated orally. All notices hereunder shall be in
                writing.

            


    

     

    If
      you
      agree with the foregoing, would you please sign and return the original of
      this
      letter to The Company. Please retain the duplicate for your
      records.

     

    
      	
              Yours
                sincerely,

            
	
               

              /s/
                John Gutfreund

            
	
              John
                Gutfreund

              Chairman
                of the Board

            
	
              Nutrition
                21, Inc.

            
	
              4
                Manhattanville Road

            
	
              Purchase,
                NY 10577

            


    

     

    Agreed
      to
      and accepted:

    


    
      	
              /s/
                Michael A. Zeher

            
	
              Michael
                A. Zeher

            


    


    
      
        
        

      

      
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