Exhibit 10.3

                               SEVERANCE AGREEMENT
                               -------------------


         THIS SEVERANCE AGREEMENT (the "Agreement") is entered into by and
between HEALTH AND NUTRITION SYSTEMS INTERNATIONAL, INC., a Florida Company
("HNS", or the "COMPANY") and STEVEN POMERANTZ, an individual ("Pomerantz").

                                    PREAMBLE

         WHEREAS, Pomerantz has served as an executive officer for HNS; and

         WHEREAS, Pomerantz and HNS desire that Pomerantz cease serving as an
executive officer of HNS; and

         WHEREAS, HNS and Pomerantz agree to the following terms relating to
Pomerantz' cessation of service as an officer of HNS;

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereby exchanged, as well as of the sum of Ten and No/100 ($10.00)
Dollars and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, HNS and Pomerantz (collectively hereinafter
referred to as the "Parties"), intending to be legally bound, hereby agree as
follows:

                                   WITNESSETH:

                                   ARTICLE ONE
                                   -----------
                                      TERM
                                      ----

1.1      This Agreement shall be for a term of one (1) year, commencing on
         January 1, 2002 (the "Term").

                                   ARTICLE TWO
                                   -----------
                                   DEFINITION
                                   ----------

2.1      As used herein, "Change of Control" means: (a) the acquisition by any
         individual, entity or group (within the meaning of Section 13(d)(3) or
         14(d)(2) of the Exchange Act) of beneficial ownership (within the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of 28%
         (twenty-eight) or more of the then outstanding shares of common stock
         of the Company; or (b) individuals who, as of the date hereof,
         constitute the Board (the "Incumbent Board") cease for any reason to
         constitute at least a majority of the Board; or (c) approval by the
         shareholders of the Company of a reorganization, merger or
         consolidation, in each case, with respect to which all or substantially
         all of the individuals and entities who were the beneficial owners,
         respectively, of the outstanding common stock immediately prior to such
         reorganization, merger or consolidation do not, following such
         reorganization, merger or consolidation, beneficially own, directly or


<PAGE>

         indirectly, more than 75% of, respectively, the then outstanding shares
         of common stock of the Company resulting from such reorganization,
         merger or consolidation in substantially the same proportions as their
         ownership, immediately prior to such reorganization, merger or
         consolidation of the outstanding common stock; or (d) approval by the
         shareholders of the Company of (i) a complete liquidation or
         dissolution of the Company or (ii) the sale or other disposition of all
         or substantially all of the assets of the Company, other than to a
         Company, with respect to which following such sale or other
         disposition, more than 75% of, respectively, the then outstanding
         shares of common stock of such Company is then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         and entities who were the beneficial owners, respectively, of the
         outstanding common stock immediately prior to such sale or other
         disposition in substantially the same proportion as their ownership,
         immediately prior to such sale or other disposition, of the outstanding
         common stock.

                                  ARTICLE THREE
                                  -------------
                                    SEVERANCE
                                    ---------

3.1      Pomerantz shall be entitled to the following payments from HNS: Thirty
         One Thousand, Two Hundred and Fifty Dollars ($31,250.00), to be paid in
         twenty-six (26) equal payments of One Thousand, Two Hundred and One
         Dollars and 93/100 ($1,201.93) paid every two (2) weeks. The parties
         acknowledge that these amounts have been reduced by $18,750 pursuant to
         a settlement agreement among HNS, Pomerantz, Milton Barbarosh and
         certain other parties to the litigation.

3.2      During the Term, Pomerantz shall be entitled to health insurance which
         is in effect as of the date hereof, and if the Company is unable to
         keep such health insurance in effect, Pomerantz shall be entitled to
         insurance similar to the insurance in effect as of the date hereof, for
         himself and his immediate family. During the Term, HNS agrees to give
         Pomerantz thirty (30) days' written notice in the event that HNS'
         director and officers insurance is terminated or modified.
3.3      The parties hereto acknowledge and agree that Pomerantz is owed back
         salary and bonus for fiscal year ended 2001 aggregating $23,443 and in
         respect thereof (a) the Company shall pay to Pomerantz $3,443 in cash
         within 30 days of the date hereof; and (b) the Company shall issue to
         Pomerantz a number of shares of Company Common Stock (restricted under
         Rule 144) determined by dividing $20,000 by the "Market Value" of such
         shares. For purposes of this Section 3.3, "Market Value" shall mean the
         average of the bid and asked prices for the Common Stock over the 20
         trading days immediately preceding the date hereof.

                                  ARTICLE FOUR
                                  ------------
                        PERSONAL GUARANTY OF COMPANY DEBT
                        ---------------------------------

4.1      The parties acknowledge that Pomerantz has signed a personal guaranty,
         or other instrument, which personally obligates him for Company debt or
         obligations as follows:


                                       2
<PAGE>

         (i) a personal guaranty on a lease with Credential Leasing;

         (ii) a personal guaranty on a software and hardware lease with Avanta;

         (iii) a personal guaranty on a Pitney Bowes lease;

         (iv) the Validity Indemnification dated September 6, 2001 with Alliance
         Financial Capital, Inc. in connection with the Factoring Agreement of
         even date therewith (the "Validity Indemnification"); and

         (v) a personal guaranty on the SunTrust Loan to HNS with a current
         principal balance of $24,000 and the pledge of Pomerantz's personal
         Certificate of Deposit in the amount of $25,000 (the "SunTrust Loan").

         Collectively, the obligations listed in subsections (i) through (v) are
         hereinafter referred to as the "Guaranteed Obligations."

4.2      HNS agrees that on the earlier to occur of (i) a Change in Control, or
         (ii) December 31, 2002, HNS shall within thirty (30) days thereafter,
         provide substitute collateral for the Guaranteed Obligations to the
         extent necessary to fully and completely release Pomerantz from any and
         all personal liability on the Guaranteed Obligations. In the event that
         HNS is unable to provide substitute collateral within such thirty day
         period, HNS shall, within thrity (30) days thereafter, repay the
         Guaranteed Obligations in full. Notwithstanding anything to the
         contrary contained herein, HNS (i) shall repay in full the outstanding
         principal and accrued but unpaid interest on the SunTrust Loan no later
         than the earlier to occur of (i) July 1, 2002 and (ii) a Change of
         Control; (ii) shall not borrow additional funds or increase the
         principal amount outstanding under the SunTrust Loan as of the date
         hereof without the prior written consent of Pomerantz; and (iii) shall
         cause Pomerantz to be released from the Validity Indemnification no
         later than sixty (60) days after the date hereof. Pomerantz agrees that
         he will (i) not take any action which will compromise or call into
         question the Guaranteed Obligations before a Change of Control or
         December 31, 2002, whichever occurs first, and (ii) cooperate and do
         all things necessary to avoid acceleration of, or an event of default
         under, the SunTrust Loan before July 1, 2002.

                                  ARTICLE FIVE
                                  ------------
                                  MISCELLANEOUS
                                  -------------

5.1      Notices. All notices, demands or other communications hereunder shall
         be in writing, and unless otherwise provided, shall be deemed to have
         been duly given on the first business day after mailing by United
         States registered or certified mail, return receipt requested, postage
         prepaid, addressed as follows:


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<PAGE>

TO HNS:           HEALTH AND NUTRITION SYSTEMS INTERNATIONAL, INC.
                  3750 Investment Lane, Bldg. 5
                  West Palm Beach, FL 33404

WITH A COPY TO:   GREENBERG TRAURIG P.A.
                  777 South Flagler Drive, Suite 300E
                  West Palm Beach, FL 33401
                  Attn: Denise G. Reeder

TO POMERANTZ:     STEVEN POMERANTZ


WITH A COPY TO:   Mark C. Perry, Esq.
                  The International Building
                  2455 East Sunrise Boulevard, Suite 905
                  Fort Lauderdale, Florida 33304,

         or to such other person as either Party shall designate to the other
         for such purposes in the manner here-in-above set forth.

5.2      Amendment. No modification, waiver, amendment, discharge or change of
         this Agreement shall be valid unless the same is in writing and signed
         by the Party against which the enforcement of said modification,
         waiver, amendment, discharge or change is sought.

5.3      Merger. This instrument contains all of the understandings and
         agreements of the Parties with respect to the subject matter discussed
         herein. All prior agreements whether written or oral are merged herein
         and shall be of no force or effect.

5.4      Survival. The several representations, warranties, and covenants of the
         Parties contained herein shall survive the execution hereof and shall
         be effective regardless of any investigation that may have been made or
         may be made by or on behalf of any Party.

5.5      Severability. If any portion of any provision of this Agreement, or the
         application of such provision or any portion thereof to any person or
         circumstance shall be held invalid or unenforceable, the remaining
         portions of such provision or portion of such provisions of this
         Agreement or the application of such provision or portion of such
         provision as is held invalid or unenforceable to persons or
         circumstances other than those to which it is held invalid or
         unenforceable, shall not be effected thereby.

5.6      Governing Law and Venue. This Agreement shall be construed in
         accordance with the laws of the State of Florida and any proceeding
         arising between the Parties in any matter pertaining or related to this
         Agreement shall, to the extent permitted by law, be held in Palm Beach
         County, Florida.


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<PAGE>

5.7      Litigation. In any action between the Parties to enforce any of the
         terms of this Agreement or any matter arising from this Agreement, the
         prevailing Party shall be entitled to recover its costs and expenses,
         including reasonable attorneys' fees up to and including all
         negotiations, trials and appeals, whether or not litigation is
         initiated.

5.8      The terms and provisions of this Agreement shall be binding upon and
         inure to the benefit of the Parties, their successors, assigns,
         personal representative, estate, heirs and legatees.

5.9      Captions. The captions in this Agreement are for convenience and
         reference only and in no way define, describe, extend or limit the
         scope of this Agreement or the intent of any provisions hereof.

5.10     Further Assurances. The parties hereby agree to do, execute,
         acknowledge and deliver or cause to be done, executed or acknowledged
         or delivered and to perform all such acts and deliver all such deeds,
         assignments, transfers, conveyances, powers of attorney, assurances,
         stock certificates and other documents, as may, from time to time, be
         required herein to effect the intent and purposes of this Agreement.

5.11     Counterparts. This Agreement may be executed in any number of
         counterparts. All executed counterparts shall constitute one Agreement
         notwithstanding that all signatories are not signatories to the
         original or the same counterpart.

         IN WITNESS THEREOF, the Parties have executed this Agreement, effective
as of the 1st day of January 2002.

Signed, Sealed & Delivered
In Our Presence                     HEALTH AND NUTRITION SYSTEMS, INC.

  /s/ Albert C. Dugan               By: /s/Christopher Tisi
---------------------------             -------------------------------
Signature


     Albert C. Dugan                Attest:   Mona Lalla
--------------------------                 ---------------------------
Print Name

(CORPORATE SEAL)


By:  /s/Steven Pomerantz
     --------------------
     STEVEN POMERANTZ