Exhibit
      10.01

    


    


    SETTLEMENT
      AGREEMENT

    


    This
      Settlement Agreement (the “Agreement”), which is effective as of the date it is
      fully executed (the “Effective Date”), is made and entered into by and between,
      on the one hand, General Nutrition Corporation, a Pennsylvania corporation
      with
      its principal place of business in Pittsburgh, Pennsylvania (hereinafter
      referred to as “GNC” as further defined herein), and, on the other hand,
      Nutrition 21, LLC, a New York limited liability company having its principal
      place of business in Purchase, New York (hereinafter referred to individually
      as
“Nutrition 21, LLC”), and Nutrition 21, Inc., a New York corporation having its
      principal place of business in Purchase, New York (hereinafter referred to
      individually as “Nutrition 21, Inc.”). GNC, Nutrition 21, LLC and Nutrition 21,
      Inc. are referred to hereinafter collectively as the “Parties.”

     

    Background
      of Agreement

     

    Nutrition
      21, LLC and General Nutrition Corporation are parties to a civil action
      captioned Nutrition 21, LLC v. General Nutrition Corporation, Civil Action
      No.
      6:05-cv-228, which is pending in the United States District Court for the
      Eastern District of Texas, Tyler Division (the “Litigation”). 

     

    The
      Parties wish to compromise and settle the Litigation and other possible claims
      on the terms and conditions stated herein.

     

    The
      Parties enter into the Agreement in consideration of the mutual covenants and
      promises set forth herein.

     

    Definitions

     

    In
      addition to the terms defined elsewhere herein, each of the following terms
      shall have the meaning set forth below:

     

    “Accused
      Products” means the products listed on Attachment B hereto and GNC’s Diabetic
      Support product, a copy of the label for which is attached as Attachment C
      (hereinafter referred to as “Diabetic Support”).

     

    “Affiliate”
      means, with respect to each party, any corporation or other legal entity that
      directly or indirectly controls, is controlled by, or is under common control
      with, the party, but only for so long as the control continues. For purposes
      of
      this definition, “control” means the power, whether or not normally exercised,
      to direct the management and affairs of another corporation or other legal
      entity, directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise. In the case of a corporation, the direct
      or indirect ownership of fifty percent (50%) or more of its outstanding voting
      shares shall in any case be deemed to confer control, provided that the direct
      or indirect ownership of a lower percentage of such securities shall not
      necessarily preclude the existence of control.

     

    “Chromium
      Picolinate” means chromium picolinate, chromium tripicolinate and chromic
      picolinate.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Franchisees”
      means the GNC franchised retail stores of GNC.

     

    “GNC”
      means General Nutrition Corporation and its Affiliates.

     

    “Licensed
      Entities” means any corporation, company, partnership or other form of business
      entity that is licensed by GNC to use the GNC trademark in connection with
      the
      sale of nutritional supplements in a designated outlet or area of a store or
      website, such as, for example, Rite Aid and drugstore.com.

     

    “Multi-ingredient
      Chromium Picolinate Products” means a product containing chromium as Chromium
      Picolinate and at least one other active ingredient.

     

    “Nutrition
      21” means Nutrition 21, LLC and Nutrition 21, Inc., both individually and
      collectively.

     

    “Nutrition
      21’s Other Patents” means, individually and collectively, (a) all United States
      patents other than the Patents-in-Suit that are now assigned to or otherwise
      owned, in whole or in part, by (or subject to a duty of assignment or transfer
      of ownership in whole or in part to) Nutrition 21, including, but not limited
      to, those patents listed on Attachment A hereto, and all continuations,
      continuations-in-part, divisions, reissues and reexamination certificates
      thereof, and (b) all United States patents hereafter issued or assigned to
      or
      otherwise owned, in whole or in part, by Nutrition 21 based on (i) currently
      pending applications, including, but not limited to, those listed on Attachment
      A or (ii) future applications claiming priority to any of the patents described
      in subparagraph (a) hereof, and all continuations, continuations-in-part,
      divisions, reissues and reexamination certificates thereof.

     

    “Patents-in-Suit”
      means, individually and collectively, (a) United States Patent No. 5,087,623,
      United States Patent No. 5,087,624 and United States Patent No. 5,175,156,
      and
      all continuations, continuations-in-part, divisions, reissues and reexamination
      certificates thereof, and (b) all United States patents hereafter issued or
      assigned to or otherwise owned, in whole or in part, by Nutrition 21 based
      on
      currently pending applications or future applications claiming priority to
      any
      of such patents, and all continuations, continuations-in-part, divisions,
      reissues and reexamination certificates thereof.

     

    "Standalone"
      means a product in which chromium as Chromium Picolinate is the only active
      ingredient.

     

    Payment
      by GNC

     

    Within
      three (3) business days of the delivery to Gardere Wynne Sewell, LLP of a fully
      executed copy of the Agreement, GNC will pay Nutrition 21, LLC the sum of Two
      Million Six Hundred Thousand Dollars ($2,600,000.00) by wire transfer.


     

    Purchase
      of Chromax by GNC

     

    In
      each
      of calendar years 2007 and 2008, GNC will purchase from Nutrition 21 a minimum
      of Thirty Thousand (30,000) bottles of Nutrition 21 brand Chromax® Standalone
      Chromium Picolinate products at a price of $9.75 per bottle. Unless otherwise
      agreed by the Parties, the bottles of these products will contain capsules
      having any or all of the following amounts of chromium as Chromium Picolinate
      and capsule counts: 200 mcg/90 ct; 400 mcg/75 ct; and, 500 mcg/60 ct. At a
      minimum, GNC will place orders by January 31, 2007 for delivery of 15,000
      bottles. GNC will pay for at least one-half of its 2007 commitment by March
      31,
      2007 and pay the balance by September 30, 2007. GNC will pay for at least
      one-half of its 2008 commitment by March 31, 2008 and pay the balance by
      September 30, 2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Parties will promptly discuss and agree on GNC’s promotional activities to be
      undertaken in connection with the sale or offer to sell of the Chromax®
Standalone-alone Chromium Picolinate products referred to in paragraph 4.1
      Patent
      Licenses, Covenant Not to Sue and Assignment

     

    
      	A.  	
               
                Licenses for Products Not Made with Nutrition 21 Chromium
                Picolinate

            


    

    


    Nutrition
      21 grants to:

     

    GNC,
      Franchisees and Licensed Entities, and their respective retail customers, with
      respect to all GNC branded Standalone and GNC branded Multi-ingredient Chromium
      Picolinate Products in the possession of GNC, Franchisees, Licensed Entities
      and
      their respective customers as of the Effective Date, a perpetual, paid up,
      non-exclusive license, without the right to grant sublicenses, under the
      Patents-in-Suit, and U. S. Patents No. 5,789,401 and No. 5,929,066 with respect
      to Diabetic Support, to use the methods and processes covered, in whole or
      in
      part, by any claim of the Patents-in-Suit with respect to all GNC branded
      Standalone and GNC branded Multi-ingredient Chromium Picolinate Products and
      U.
      S. Patents No. 5,789,401 and No. 5,929,066 with respect to Diabetic Support;
      and,

     

    GNC,
      Franchisees and Licensed Entities a perpetual, paid up, non-exclusive license,
      without the right to grant sublicenses, with respect to all GNC branded
      Standalone and GNC branded Multi-ingredient Chromium Picolinate Products in
      the
      possession of GNC, Franchisees and Licensed Entities as of the Effective Date,
      under the Patents-in-Suit, and U. S. Patents No. 5,789,401 and No. 5,929,066
      with respect to Diabetic Support, to sell, offer for sale, advertise and promote
      in any manner, including, but not limited to, books, brochures, advertisements,
      websites, HealthNotes, signs, labels and shelf-toppers, and for any uses or
      benefits claimed in the Patents-in-Suit with respect to all GNC branded
      Standalone and GNC branded Multi-ingredient Chromium Picolinate Products and
      U.
      S. Patents No. 5,789,401 and No. 5,929,066 with respect to Diabetic
      Support.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.2 Anything
      contained in paragraph 5.3 hereof notwithstanding, GNC shall have the right
      to
      manufacture and sell through its existing inventory as of the Effective Date
      of
      Chromium Picolinate and other raw materials, packaging, labeling and other
      components associated with GNC’s branded Chromium Picolinate containing
      products. The licenses provided for in subparagraph 5.1 hereof shall apply
      with
      respect to all products made pursuant to the foregoing sentence of this
      subparagraph.

     

    B.
       

    


    5.3 Patent
      Licenses for Products Made with Nutrition 21 Chromium Picolinate

     

    GNC
      agrees to purchase from Nutrition 21, and Nutrition 21 agrees to sell to GNC,
      at
      a price of [**confidential material is omitted and is filed separately with
      the
      Securities and Exchange Commission**] per kilogram, all of GNC’s requirements
      for GNC branded Chromium Picolinate products (including without limitation
      Standalone and Multi-ingredient Chromium Picolinate Products) to be sold or
      offered for sale in the United States through December 29, 2009.

     

    With
      respect to Chromium Picolinate purchased by GNC from Nutrition 21 pursuant
      to
      Section 5.3, Nutrition 21 grants to:

     

    GNC
      a
      perpetual, paid up, non-exclusive license, without the right to grant
      sublicenses, under the Patents-in-Suit to make and have made GNC branded
      Standalone or GNC branded Multi-ingredient Chromium Picolinate Products and
      under U. S. Patents No. 5,789,401 and No. 5,929,066 to make and have made
      Diabetic Support;

     

    GNC,
      Franchisees, Licensed Entities and their respective customers a perpetual,
      paid
      up, non-exclusive license, without the right to grant sublicenses, to use the
      methods and processes covered, in whole or in part, by any claim of the
      Patents-in-Suit with respect to GNC branded Standalone or GNC branded
      Multi-ingredient Chromium Picolinate Products or by any claim of U. S. Patents
      No. 5,789,401 and No. 5,929,066 with respect to Diabetic Support;
      and,

     

    GNC,
      Franchisees and Licensed Entities a perpetual, paid up, non-exclusive license,
      without the right to grant sublicenses, under the Patents-in-Suit with respect
      to GNC branded Standalone or GNC branded Multi-ingredient Chromium Picolinate
      Products, and under U. S. Patents No. 5,789,401 and No. 5,929,066 with respect
      to Diabetic Support, to sell, offer for sale, advertise and promote such
      products in any manner, including, but not limited to, books, brochures,
      advertisements, websites, HealthNotes, signs, labels and shelf-toppers, and
      for
      any uses or benefits claimed in the Patents-in-Suit with respect to GNC branded
      Standalone or GNC branded Multi-ingredient Chromium Picolinate Products and
      under U.S. Patents No. 5,789,401 and No. 5,929,066 with respect to Diabetic
      Support.

     

    For
      the
      avoidance of doubt, the licenses granted under this section 5.4 exclude any
      licenses for third-party Standalone Chromium Picolinate products and third
      party
      Multi-ingredient Chromium Picolinate Products.

     

    As
      soon
      as commercially reasonable, GNC agrees to mark all of its Standalone Chromium
      Picolinate products that contain Chromium Picolinate supplied by Nutrition
      21
      with the numbers of the Patents-in-Suit and its Diabetic Support product with
      the Patents-in-Suit and U.S. Patents No. 5,789,401 and No. 5,929,066. Within
      thirty (30) days of the Effective Date, GNC agrees to indicate on its website
      where appropriate that GNC’s products containing Chromium Picolinate are
      licensed under the Patents-in-Suit and that Diabetic Support is licensed under
      U.S. Patents No. 5,789,401 and No. 5,929,066 and the
      Patents-in-Suit.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	C.  	
              Covenant
                Not to Sue

            


    

     

    5.6
      Nutrition
      21 covenants to refrain from asserting any claim, demand, suit, action,
      litigation, arbitration or other proceeding ("Proceeding"), or commencing,
      or
      causing to be commenced, any Proceeding against GNC, Franchisees or Licensed
      Entities, and their respective customers, based on infringement, inducement
      of
      infringement or contributory infringement of any of the Patents-in-Suit by
      any
      third party Multi-ingredient Chromium Picolinate Product containing Chromium
      Picolinate not purchased from Nutrition 21 and in which GNC was not involved
      in
      the manufacture of such product, regardless of whether any such product was
      sold
      or offered for sale by GNC, Franchisees
      or Licensed Entities prior to, on or after the Effective Date.

     

    
      	D.  	
              Assignment
                of Licenses

            


    

     

    5.7 The
      licenses granted hereunder are not assignable, except the license(s) may be
      assigned or transferred to the successor to or acquirer of (by asset or stock
      acquisition, liquidation, consolidation, reorganization, merger, or otherwise)
      all or substantially all of the business or assets of GNC, Franchisees or
      Licensed Entities, as appropriate, or all or substantially all of the business
      or assets of GNC, Franchisees or Licensed Entities, as appropriate, to which
      the
      license(s) relates.

     

    Sales
      of
      Rite Aid Private Label Standalone Chromium Picolinate to Rite Aid

     

    GNC
      shall
      not sell or supply Rite Aid Standalone Chromium Picolinate products (under
      the
      Rite Aid label, the Pharmassure label or any other private label) ("Rite Aid
      Standalone CP Products") to Rite Aid or its Affiliates through December 29,
      2009; provided, however, that Nutrition 21 shall allow a reasonable transition
      period up to January 31, 2007 for transferring the manufacture to Nutrition
      21
      of the Rite Aid Standalone CP Products presently supplied by GNC to Rite Aid
      to
      ensure that Rite Aid does not experience any shortages of such products.


     

    GNC
      shall
      have the right to manufacture and sell through its existing inventory of Rite
      Aid Standalone CP Products including packaging, labeling, raw materials and
      other components associated with the Rite Aid Standalone CP Products presently
      supplied by GNC to Rite Aid until January 31, 2007. Nutrition 21 shall purchase
      any packaging, labeling, Chromium Picolinate in finished bottled form, and
      other
      components of Rite Aid inventory on hand on January 31, 2007 from GNC at GNC's
      direct cost, and Nutrition 21 shall promptly pay GNC for any costs incurred
      by
      GNC to ship such materials and items to Nutrition 21.

     

    Except
      as
      set forth in sections 5 and 6, GNC shall not fulfill the requirements of, or
      supply any other retailer or other person with Standalone Chromium Picolinate
      products (branded or private label) through December 29, 2009.

     

    GNC
      supplies Rite Aids requirements of Rite Aid private label nutritional
      supplements. Except as set forth in Section 6.1, Nutrition 21 agrees it shall
      not manufacture or supply Rite Aid private label nutritional supplements through
      December 29, 2009.

     

    Releases
      for Past Infringement

     

    Nutrition
      21, both individually and collectively, and their respective officers,
      directors, shareholders, employees, agents, representatives, attorneys,
      successors and assigns, fully and finally release, acquit and forever discharge
      GNC, both individually and collectively, Franchisees and Licensed Entities,
      and
      their respective officers, directors, shareholders, employees, representatives,
      attorneys, successors, assigns and customers, from all claims, suits, demands,
      damages, liabilities, actions and causes of action of any and every kind and
      nature, whether known or unknown, suspected or unsuspected, now existing or
      heretofor existing, or which may hereafter exist based on acts or omissions
      occurring prior to the Effective Date, that arise out of or are related in
      any
      way to GNC manufactured or branded products and the Patents-in-Suit or Nutrition
      21’s Other Patents, including, but not limited to, (a) any claims for
      infringement, inducement of infringement or contributory infringement of any
      of
      the claims of any of the Patents-in-Suit, (b) any claims which by pleading,
      amendment or supplement could be or could have been alleged in the Litigation
      and (c) any claim for infringement, inducement of infringement or contributory
      infringement of any claim of any of Nutrition 21’s Other Patents based on the
      manufacture, use, sale, offering for sale, advertising or promotion of any
      of
      the Accused Products; provided, however, that nothing in this paragraph shall
      be
      construed to release, acquit or discharge GNC from any obligation it has
      expressly assumed in the Agreement. For the avoidance of doubt, the provisions
      of this Section 7.1 release past infringement only and do not release future
      conduct.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    GNC,
      both
      individually and collectively, and their respective officers, directors,
      shareholders, employees, agents, representatives, attorneys, successors and
      assigns fully and finally release, acquit and forever discharge Nutrition 21,
      both individually and collectively, and their respective officers, directors,
      shareholders, employees, representatives, attorneys, successors and assigns,
      from all claims, suits, demands, damages, liabilities, actions and causes of
      action of any and every kind and nature, whether known or unknown, suspected
      or
      unsuspected, now existing or heretofor existing, or which may hereafter exist
      based on acts or omissions occurring prior to the Effective Date, that arise
      out
      of or are related in any way to the Patents-in-Suit or Nutrition 21’s Other
      Patents, including, but not limited to, (a) any counterclaims asserted for
      invalidity, misuse and unenforceability of the Patents-in-Suit, false patent
      marking and false advertising and (b) any counterclaims which by pleading,
      amendment or supplement could be or could have been alleged in the Litigation;
      provided, however, that nothing in this paragraph shall be construed to release,
      acquit or discharge Nutrition 21 from any obligation it has expressly assumed
      in
      the Agreement. For the avoidance of doubt, the provisions of this Section 7.2
      release past infringement only and do not release future conduct.

     

    Dismissal
      of Litigation

     

    Promptly
      upon GNC making the payment pursuant to paragraph 3.1 hereof, counsel for the
      Parties shall file, or cause to be filed, in the Litigation a Final Order and
      Dismissal with Prejudice in the form of Attachment D hereto.

     

    Each
      of
      the Parties will pay its own attorneys fees incurred in connection with the
      Litigation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Agreement is the result of a compromise settlement of disputed claims and
      defenses, and it is expressly understood and agreed by the Parties that any
      payment of money, delivery of property, license or release made, given or
      requested in the Agreement is not an admission of liability or wrongdoing by
      any
      Party.

     

    Confidentiality

     

    Subject
      to the provisions of paragraph 13, the Parties shall keep and maintain the
      terms
      of the Agreement confidential, but may disclose the existence of the
      Agreement.

     

    Notwithstanding
      the provisions of paragraph 9.1, the Parties are not precluded from providing
      or
      disclosing the terms of the Agreement as may be requested by a Court or other
      governmental authority, required by law, regulation or legal process, necessary
      to disclose to legal counsel or accounting firms or as otherwise permitted
      by
      subsequent agreement between the Parties; provided, however, that before making
      a disclosure requested by a Court or other governmental authority, or pursuant
      to any law or legal process, a Party shall give the other Party or Parties
      prompt notice of the request, law or legal process to provide them the
      opportunity to object to or seek the entry of a protective order to prevent
      the
      disclosure or require the disclosure to be made in confidence or take other
      action to assure confidential treatment of such information. The Parties agree
      and understand that GNC and Nutrition 21 will be required to report this
      settlement (and the material terms thereof as required by law or regulation)
      in
      its required filings with the Securities and Exchange Commission.

     

    Choice
      of
      Law, Entire Agreement and Amendments

     

    The
      Agreement shall in all respects be governed by and construed and interpreted
      in
      accordance with the laws of the State of Texas without regard to choice of
      law
      rules.

     

    The
      Parties agree that the United States District Court for the Eastern District
      of
      Texas, Tyler Division, shall have the exclusive jurisdiction and venue to decide
      any disputes concerning the Agreement.

     

    The
      Agreement constitutes the entire agreement of the Parties with respect to the
      subject matter hereof and supersedes all prior representations, discussions,
      negotiations, agreements and understandings, whether written or oral, with
      respect thereto.

     

    The
      Agreement may be modified only by a written amendment signed by all Parties,
      and
      no waiver of any provision of the Agreement or the breach thereof shall be
      effective unless expressed in a writing signed by the waiving party. The waiver
      by any party hereto of any of the provisions of the Agreement or of the breach
      thereof shall not operate or be construed as a waiver of any other provision
      or
      breach thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Assignment

     

    Subject
      to the provisions of paragraph 5.7 hereof, the Agreement shall be binding upon
      and inure to the benefit of the Parties and their respective predecessors,
      successors and assigns. 

     

    Authority,
      Representations and Warranties

     

    The
      persons executing the Agreement represent and warrant that they have read the
      agreement, have the authority to execute it on behalf of the Party for whom
      they
      have signed and understand its contents and are executing it freely and
      voluntarily with an intent to bind their respective Party to its
      terms.

     

    Nutrition
      21 represents and warrants that it has the authority, without joinder by others,
      to grant the licenses provided for in paragraphs 5.1 and 5.4 hereof and to
      release the claims as set forth in paragraph 7.1 hereof. Nutrition 21 further
      represents and warrants that it has not assigned or otherwise transferred,
      either in whole or in part, any claim released in the Agreement.

     

    GNC
      represents and warrants that it has the authority, without joinder by others,
      to
      release the claims as set forth in paragraph 7.2 hereof. GNC further represents
      and warrants that it has not assigned or otherwise transferred, either in whole
      or in part, any claim released in the Agreement.

     

    In
      the
      event of the breach of any representation or warranty contained in this section
      12, the person executing the Agreement on behalf of a party claiming or found
      not to be bound by the Agreement, and all persons or entities on whose behalf
      that person properly executed the Agreement, shall indemnify and hold harmless
      the other persons and Parties on whose behalf the Agreement is
      executed.

     

    Validity
      of Patents-in-Suit and Joint Press Release

     

    GNC
      acknowledges the validity of the Patents-in-Suit and that the claims of the
      Patents-in-Suit are not invalid.

     

    Once
      the
      Agreement has been fully executed, the Parties will issue a joint press release
      in the form attached hereto as Attachment E.

     

    Notice
      and Right to Cure

     

    14.1  In
      the
      event that a party (“Complaining Party”) considers that any other party hereto
      (“Allegedly Breaching Party”) has breached a term or provision of the Agreement,
      the Complaining Party shall give written notice to the Allegedly Breaching
      Party
      describing the nature of the breach in reasonable detail. The Allegedly
      Breaching Party shall then have five (5) days, if the alleged breach concerns
      a
      monetary or payment term of the Agreement, or thirty (30) days if the alleged
      breach concerns a non-monetary term of the Agreement, to cure the alleged breach
      to the reasonable satisfaction of the Complaining Party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14.2  The
      provisions of paragraph 14.1 hereof shall not apply to paragraphs 3.1, 8.1,
      9.1
      and 13.2 of the Agreement.

     

    14.3  Subject
      to paragraph 14.2, the provisions of paragraph 14.1 shall be followed by the
      Parties prior to the initiation of any suit or legal proceeding relating to
      the
      Agreement, including any suit or legal proceeding to enforce the terms of the
      Agreement.

     

    14.4  All
      notices, requests or demands relating to the Agreement shall be in writing
      and
      shall be deemed to be have been adequately given and delivered (a) upon personal
      delivery (including personal delivery by overnight mail or courier) to the
      party
      to be notified, (b) three (3) business days after deposit with certified mail,
      return receipt requested, prepaid and addressed to the party to be notified
      at
      the address set forth herein, or (c) immediately upon transmission and receipt
      of confirmation if sent by facsimile number to the receiving party at the
      facsimile set forth herein.

     

    14.5  All
      notices, requests or demands hereunder shall be made to the following
      representatives of the Parties at the address or facsimile number set forth
      below, unless another address or facsimile address is specified hereafter in
      writing by a party:

    
      	 	 


      	    
              a.  	    If
              to Nutrition
              21:


      	 	    Nutrition
              21,
              LLC


      	 	    4
              Manhattanville Road


      	 	    Purchase,
              New
              York 10577


      	 	    Fax:
              (914)
              696-0862


      	 	    Attention:
              Paul
              Intlekofer, President and CEO


      	 	
            


      	 	    with
              a copy
              to:


      	 	 


      	 	    Thomas
              P. Dwyer, Esq.


      	 	    Blank
              Rome
              LLP


      	 	    One
              Logan
              Sq.


      	 	    130
              N 18th
              St.


      	 	    Philadelphia,
              PA 19103


      	 	    Fax:
              (215) 832-5672


      	 	 


      	 	 


      	 	 


      	b. 
              	
                  If
                to
                GNC:

            


    

    
      	 	 	
                  General
                Counsel

            


    

    
      	 	 	
                  General
                Nutrition Corporation

            


    

    
      	 	 	
                  300
                Sixth Avenue

            


    

    
      	 	 	
                  Pittsburgh,
                Pennsylvania 15222

            


    

    
      	 	 	
                  Fax:
                (412) 338-8900

            


      	 	 	 


      	 	 	    with
              a copy
              to: 


      	 	 	 


    

    
      	 	 	
                  Ronald
                M. Gaswirth, Esq.

            


    

    
      	 	 	
                  Gardere
                Wynne Sewell LLP

            


    

    
      	 	 	
                  1601
                Elm Street, Suite 3000

            


    

    
      	 	 	
                  Dallas,
                TX 75201-4761

            


    

    
      	 	 	
                  Fax:
                (214) 999-3601

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    General

     

    This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed an original, and all of which
      counterparts taken together shall constitute one and the same instrument.
      Facsimile signatures shall be deemed original signatures.

     

    Each
      of
      the Parties agrees, promptly upon reasonable request therefor, to prepare,
      execute, acknowledge, deliver or file such other and further papers, forms,
      instruments and documents, and to take such other and further action, as may
      be
      necessary or convenient to evidence, perfect or enforce any of the rights and
      obligations arising under or in connection with the Agreement or with any
      document or agreement referred to herein or otherwise to consummate or carry
      out
      the intent of the Agreement.

     

    The
      Parties agree that Franchisees and Licensed Entities are third party
      beneficiaries under the Agreement.

     

    The
      section headings contained in the Agreement are for convenience only and shall
      not affect in any way the meaning or interpretation of the provisions
      hereof.

     

    In
      the
      event of litigation relating to this Agreement, if a court of competent
      jurisdiction determines that a party has breached this Agreement, then the
      breaching party shall be liable and pay to the other party the legal fees
      incurred by the other party in connection with such litigation, including any
      appeal therefrom.

     

    This
      Agreement was jointly drafted by the Parties and the language of all parts
      of
      the Agreement shall in all cases be construed as a whole according to its
      meaning and not strictly for or against any of the Parties.

     

    [SIGNATURE
      PAGE FOLLOWS]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have hereunto signed their names on the dates
      indicated.

    
      	 	 	 
	 	
              Nutrition
                21, LLC

            
	 
 	 
 	 
 
	 	By:  	 
	 	 	 
	 	
              

              Name:
                Paul Intlekofer 

            
	 	
              Title:
                President
                and CEO

            
	 	Date: 


    

    
      	 	 	 
	 	 	 
	 	
              Nutrition
                21, Inc.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Paul
                Intlekofer 

            
	 	
              Title:
                President
                and CEO

            
	 	Date:


    

    
      	 	 	 
	 	 	 
	 	
              General
                Nutrition Corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Mark
                L. Weintrub

            
	 	Title:
              Sr.
              Vice President and Chief Legal Officer
	 	Date:


    

     

     

     

     

    [SIGNATURE
      PAGE TO SETTLEMENT AGREEMENT]