Exhibit 4.4

                                                                       EXHIBIT C

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

                To Purchase __________ Shares of Common Stock of

                               Nutrition 21, Inc.

      THIS COMMON STOCK PURCHASE  WARRANT (the  "Warrant")  certifies  that, for
value received,  _____________ (the "Holder"),  is entitled,  upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after  the six  month  anniversary  of the  date  hereof  (the
"Initial  Exercise  Date") and on or prior to the close of  business on the five
year anniversary of the Initial Exercise Date (the  "Termination  Date") but not
thereafter,  to subscribe for and purchase  from  Nutrition 21, Inc., a New York
corporation  (the  "Company"),  up to ______  shares (the  "Warrant  Shares") of
Common Stock,  par value $0.005 per share, of the Company (the "Common  Stock").
The  purchase  price of one share of Common  Stock under this  Warrant  shall be
equal to the Exercise Price, as defined in Section 2(b).

      Section 1.  Definitions.  Capitalized terms used and not otherwise defined
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "Purchase  Agreement"),  dated March 31, 2005,  among the Company
and the purchasers signatory thereto.

      Section 2. Exercise.

            a) Exercise of Warrant.  Exercise of the purchase rights represented
      by this Warrant may be made,  in whole or in part, at any time or times on
      or after the Initial  Exercise Date and on or before the Termination  Date
      by delivery to the Company of a duly executed facsimile copy of the Notice
      of Exercise  Form  annexed  hereto (or such other  office or agency of the
      Company as it may designate by notice in writing to the registered  Holder
      at the  address of such  Holder  appearing  on the books of the  Company);
      provided,  however,  within 5  Trading  Days of the date  said  Notice  of
      Exercise is delivered to the  Company,  the Holder shall have  surrendered
      this Warrant to the Company and the Company shall have received payment of
      the  aggregate  Exercise  Price of the shares  thereby  purchased  by wire
      transfer or cashier's check drawn on a United States bank.

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            b) Exercise Price. The exercise price of the Common Stock under this
      Warrant shall be $1.3104,  subject to adjustment  hereunder (the "Exercise
      Price").

            c) Cashless Exercise. If at any time after one year from the date of
      issuance of this  Warrant  there is no  effective  Registration  Statement
      registering,  or no current  prospectus  available  for, the resale of the
      Warrant  Shares by the Holder,  then this Warrant may also be exercised at
      such time by means of a "cashless  exercise"  in which the Holder shall be
      entitled to receive a certificate  for the number of Warrant  Shares equal
      to the quotient obtained by dividing [(A-B) (X)] by (A), where:

            (A)   = the VWAP on the Trading Day  immediately  preceding the date
                  of such election;

            (B)   = the Exercise Price of this Warrant, as adjusted; and

            (X)   = the number of Warrant Shares  issuable upon exercise of this
                  Warrant in accordance  with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

      Notwithstanding  anything herein to the contrary, on the Termination Date,
this Warrant shall be automatically  exercised via cashless exercise pursuant to
this Section 2(c).

            d) Exercise Limitations.

                  i. Holder's Restrictions.  The Holder shall not have the right
            to exercise any portion of this Warrant, pursuant to Section 2(c) or
            otherwise,  to the extent that after giving  effect to such issuance
            after exercise,  the Holder (together with the Holder's affiliates),
            as  set  forth  on  the   applicable   Notice  of  Exercise,   would
            beneficially  own in excess of 4.99% of the  number of shares of the
            Common Stock  outstanding  immediately  after giving  effect to such
            issuance.  For  purposes of the  foregoing  sentence,  the number of
            shares of Common  Stock  beneficially  owned by the  Holder  and its
            affiliates  shall  include  the  number of  shares  of Common  Stock
            issuable  upon  exercise of this  Warrant  with respect to which the
            determination  of such sentence is being made, but shall exclude the
            number of shares of Common  Stock which  would be issuable  upon (A)
            exercise  of the  remaining,  nonexercised  portion of this  Warrant
            beneficially  owned by the Holder or any of its  affiliates  and (B)
            exercise or conversion of the unexercised or nonconverted portion of
            any other securities of the Company (including,  without limitation,

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            any other  shares  of  Preferred  Stock or  Warrants)  subject  to a
            limitation  on conversion  or exercise  analogous to the  limitation
            contained  herein  beneficially  owned by the  Holder  or any of its
            affiliates.  Except  as set  forth in the  preceding  sentence,  for
            purposes of this  Section  2(d)(i),  beneficial  ownership  shall be
            calculated in accordance  with Section 13(d) of the Exchange Act, it
            being acknowledged by Holder that the Company is not representing to
            Holder that such  calculation is in compliance with Section 13(d) of
            the Exchange Act and Holder is solely  responsible for any schedules
            required to be filed in accordance therewith. To the extent that the
            limitation   contained  in  this  Section   2(d)(i)   applies,   the
            determination of whether this Warrant is exercisable (in relation to
            other securities owned by the Holder) and of which a portion of this
            Warrant  is  exercisable  shall  be in the sole  discretion  of such
            Holder,  and the  submission of a Notice of Exercise shall be deemed
            to be  such  Holder's  determination  of  whether  this  Warrant  is
            exercisable (in relation to other  securities  owned by such Holder)
            and of which  portion of this Warrant is  exercisable,  in each case
            subject to such  aggregate  percentage  limitation,  and the Company
            shall have no  obligation  to verify or confirm the accuracy of such
            determination.  For purposes of this Section 2(d)(i), in determining
            the number of  outstanding  shares of Common  Stock,  the Holder may
            rely  on the  number  of  outstanding  shares  of  Common  Stock  as
            reflected in (x) the  Company's  most recent Form 10-Q or Form 10-K,
            as the case may be, (y) a more  recent  public  announcement  by the
            Company  or (z) any other  notice by the  Company  or the  Company's
            Transfer  Agent  setting  forth the number of shares of Common Stock
            outstanding.  Upon the written or oral  request of the  Holder,  the
            Company shall within two Trading Days confirm  orally and in writing
            to the Holder the number of shares of Common Stock then outstanding.
            In any case, the number of outstanding  shares of Common Stock shall
            be determined  after giving effect to the  conversion or exercise of
            securities of the Company,  including this Warrant, by the Holder or
            its affiliates since the date as of which such number of outstanding
            shares of Common Stock was reported.  The provisions of this Section
            2(d)(i) may be waived by the Holder,  at the election of the Holder,
            upon not less than 61 days'  prior  notice to the  Company,  and the
            provisions  of this Section  2(d)(i)  shall  continue to apply until
            such 61st day (or such later date, as  determined by the Holder,  as
            may be specified in such notice of waiver).

                  ii. [INTENTIONALLY DELETED]

            e) Mechanics of Exercise.

                  i. Authorization of Warrant Shares. The Company covenants that
            all  Warrant  Shares  which may be issued  upon the  exercise of the
            purchase  rights  represented by this Warrant will, upon exercise of
            the purchase rights represented by this Warrant, be duly authorized,
            validly  issued,  fully  paid and  nonassessable  and free  from all
            taxes, liens and charges in respect of the issue thereof (other than
            taxes in respect of any transfer  occurring  contemporaneously  with
            such issue).

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                  ii. Delivery of Certificates  Upon Exercise.  Certificates for
            shares  purchased  hereunder  shall be  transmitted  by the transfer
            agent of the Company to the Holder by  crediting  the account of the
            Holder's prime broker with the Depository  Trust Company through its
            Deposit  Withdrawal Agent Commission  ("DWAC") system if the Company
            is a participant in such system,  and otherwise by physical delivery
            to the  address  specified  by the Holder in the Notice of  Exercise
            within 3 Trading Days from the delivery to the Company of the Notice
            of  Exercise  Form,  surrender  of this  Warrant  and payment of the
            aggregate Exercise Price as set forth above ("Warrant Share Delivery
            Date").  This Warrant shall be deemed to have been  exercised on the
            date the  Exercise  Price is  received by the  Company.  The Warrant
            Shares shall be deemed to have been issued,  and Holder or any other
            person so  designated  to be named  therein  shall be deemed to have
            become a holder of record of such shares for all purposes, as of the
            date the Warrant has been exercised by payment to the Company of the
            Exercise Price and all taxes  required to be paid by the Holder,  if
            any,  pursuant to Section  2(e)(vii)  prior to the  issuance of such
            shares, have been paid.

                  iii.  Delivery of New Warrants Upon Exercise.  If this Warrant
            shall have been exercised in part, the Company shall, at the time of
            delivery of the  certificate or  certificates  representing  Warrant
            Shares,  deliver to Holder a new  Warrant  evidencing  the rights of
            Holder to purchase the unpurchased Warrant Shares called for by this
            Warrant,  which new Warrant shall in all other respects be identical
            with this Warrant.

                  iv.  Rescission  Rights.  If the  Company  fails to cause  its
            transfer   agent  to  transmit  to  the  Holder  a  certificate   or
            certificates  representing  the  Warrant  Shares  pursuant  to  this
            Section 2(e)(iv) by the Warrant Share Delivery Date, then the Holder
            will have the right to rescind such exercise.

                  v.  Compensation  for  Buy-In on  Failure  to  Timely  Deliver
            Certificates  Upon  Exercise.   In  addition  to  any  other  rights
            available to the Holder,  if the Company fails to cause its transfer
            agent to  transmit  to the  Holder  a  certificate  or  certificates
            representing the Warrant Shares pursuant to an exercise on or before
            the Warrant Share  Delivery  Date, and if after such date the Holder
            is required by its broker to purchase (in an open market transaction
            or otherwise) shares of Common Stock to deliver in satisfaction of a
            sale  by  the  Holder  of  the  Warrant   Shares  which  the  Holder
            anticipated  receiving  upon such  exercise (a  "Buy-In"),  then the
            Company  shall (1) pay in cash to the Holder the amount by which (x)
            the Holder's total purchase price (including brokerage  commissions,
            if any) for the shares of Common Stock so purchased  exceeds (y) the
            amount obtained by multiplying (A) the number of Warrant Shares that

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            the Company was required to deliver to the Holder in connection with
            the  exercise  at issue  times (B) the price at which the sell order
            giving rise to such purchase obligation was executed, and (2) at the
            option of the Holder,  either  reinstate  the portion of the Warrant
            and equivalent  number of Warrant Shares for which such exercise was
            not  honored or deliver to the Holder the number of shares of Common
            Stock that would have been  issued had the Company  timely  complied
            with its exercise and delivery obligations  hereunder.  For example,
            if the Holder  purchases  Common Stock having a total purchase price
            of $11,000 to cover a Buy-In with respect to an  attempted  exercise
            of shares of Common Stock with an  aggregate  sale price giving rise
            to such  purchase  obligation  of $10,000,  under  clause (1) of the
            immediately  preceding sentence the Company shall be required to pay
            the Holder  $1,000.  The Holder  shall  provide the Company  written
            notice  indicating  the amounts  payable to the Holder in respect of
            the  Buy-In,  together  with  applicable   confirmations  and  other
            evidence reasonably  requested by the Company.  Nothing herein shall
            limit a Holder's right to pursue any other remedies  available to it
            hereunder,  at law or in equity  including,  without  limitation,  a
            decree of specific performance and/or injunctive relief with respect
            to the Company's failure to timely deliver certificates representing
            shares of Common  Stock upon  exercise  of the  Warrant as  required
            pursuant to the terms hereof.

                  vi. No Fractional  Shares or Scrip.  No  fractional  shares or
            scrip  representing  fractional  shares  shall  be  issued  upon the
            exercise of this Warrant. As to any fraction of a share which Holder
            would  otherwise  be entitled to purchase  upon such  exercise,  the
            Company  shall  pay a cash  adjustment  in  respect  of  such  final
            fraction  in an  amount  equal to such  fraction  multiplied  by the
            Exercise Price.

                  vii. Charges, Taxes and Expenses. Issuance of certificates for
            Warrant  Shares shall be made  without  charge to the Holder for any
            issue or transfer tax or other incidental  expense in respect of the
            issuance of such certificate,  all of which taxes and expenses shall
            be paid by the Company, and such certificates shall be issued in the
            name of the  Holder or in such name or names as may be  directed  by
            the Holder;  provided,  however,  that in the event certificates for
            Warrant Shares are to be issued in a name other than the name of the
            Holder,   this  Warrant  when  surrendered  for  exercise  shall  be
            accompanied by the Assignment  Form attached hereto duly executed by
            the Holder; and the Company may require, as a condition thereto, the
            payment of a sum  sufficient  to  reimburse  it for any transfer tax
            incidental thereto.

                  viii.  Closing  of  Books.  The  Company  will not  close  its
            stockholder books or records in any manner which prevents the timely
            exercise of this Warrant, pursuant to the terms hereof.

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      Section 3. Certain Adjustments.

                  a) Stock  Dividends  and Splits.  If the Company,  at any time
            while this  Warrant is  outstanding:  (A) pays a stock  dividend  or
            otherwise  make a  distribution  or  distributions  on shares of its
            Common  Stock or any other  equity or equity  equivalent  securities
            payable in shares of Common Stock  (which,  for  avoidance of doubt,
            shall not include any shares of Common  Stock  issued by the Company
            pursuant to this  Warrant),  (B)  subdivides  outstanding  shares of
            Common Stock into a larger number of shares, (C) combines (including
            by way of reverse  stock split)  outstanding  shares of Common Stock
            into a smaller number of shares,  or (D) issues by  reclassification
            of shares of the Common  Stock any  shares of  capital  stock of the
            Company, then in each case the Exercise Price shall be multiplied by
            a fraction of which the  numerator  shall be the number of shares of
            Common  Stock  (excluding   treasury  shares,  if  any)  outstanding
            immediately  before such event and of which the denominator shall be
            the number of shares of Common Stock  outstanding  immediately after
            such event and the number of shares  issuable  upon exercise of this
            Warrant  shall be  proportionately  adjusted.  Any  adjustment  made
            pursuant to this  Section 3(a) shall  become  effective  immediately
            after the record date for the determination of stockholders entitled
            to receive such dividend or distribution  and shall become effective
            immediately  after the effective  date in the case of a subdivision,
            combination or re-classification.

                  b) Subsequent  Equity Sales.  If the Company or any Subsidiary
            thereof,   as  applicable,   at  any  time  while  this  Warrant  is
            outstanding,  shall  offer,  sell,  grant any option to  purchase or
            offer,  sell or  grant  any  right to  reprice  its  securities,  or
            otherwise dispose of or issue (or announce any offer, sale, grant or
            any option to purchase  or other  disposition)  any Common  Stock or
            Common Stock  Equivalents  entitling any Person to acquire shares of
            Common  Stock,  at an  effective  price per share less than the then
            Exercise  Price (such lower  price,  the "Base Share Price" and such
            issuances   collectively,   a  "Dilutive  Issuance"),   as  adjusted
            hereunder  (if the  holder  of the  Common  Stock  or  Common  Stock
            Equivalents  so issued  shall at any time,  whether by  operation of
            purchase price adjustments,  reset provisions,  floating conversion,
            exercise  or  exchange  prices  or  otherwise,  or due to  warrants,
            options or rights per share which is issued in connection  with such
            issuance,  be  entitled  to  receive  shares of  Common  Stock at an
            effective  price per share  which is less than the  Exercise  Price,
            such  issuance  shall be deemed to have  occurred  for less than the
            Exercise  Price on the date of the  Dilutive  Issuance),  then,  the
            Exercise  Price shall be reduced and only  reduced to equal the Base
            Share  Price and the number of  Warrant  Shares  issuable  hereunder
            shall be increased  such that the aggregate  Exercise  Price payable
            hereunder,  after  taking into  account the decrease in the Exercise
            Price,  shall be equal to the aggregate Exercise Price prior to such
            adjustment;   provided,   however,  until  Shareholder  Approval  is
            obtained  and deemed  effective,  the  Exercise  Price  shall not be
            adjusted to be less than $1.2638,  subject to adjustment for reverse
            and forward stock splits,  stock dividends,  stock  combinations and
            other similar  transactions of the Common Stock that occur after the
            date of this Agreement.  Such adjustment shall be made whenever such
            Common Stock or Common Stock Equivalents are issued. Notwithstanding
            the foregoing,  no adjustments  shall be made,  paid or issued under
            this  Section  3(b) in respect of (i) an Exempt  Issuance or (ii) an
            issuance of Common Stock or Common Stock Equivalents, or a series of
            such issuances,  of up to $1,000,000,  in the aggregate for all such

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            issuances,  over any 12 month  period.  The Company shall notify the
            Holder in  writing,  no later than the  Trading  Day  following  the
            issuance of any Common Stock or Common Stock Equivalents  subject to
            this section,  indicating therein the applicable  issuance price, or
            of applicable  reset price,  exchange  price,  conversion  price and
            other pricing terms (such notice the  "Dilutive  Issuance  Notice").
            For purposes of clarification, whether or not the Company provides a
            Dilutive  Issuance  Notice  pursuant to this Section 3(b),  upon the
            occurrence of any Dilutive Issuance, after the date of such Dilutive
            Issuance  the  Holder is  entitled  to  receive a number of  Warrant
            Shares  based upon the Base Share  Price  regardless  of whether the
            Holder  accurately  refers to the Base Share  Price in the Notice of
            Exercise.

                  c) Pro Rata  Distributions.  If the Company, at any time prior
            to the Termination  Date,  shall distribute to all holders of Common
            Stock  (and  not  to  Holders  of  the  Warrants)  evidences  of its
            indebtedness or assets (including cash and cash dividends) or rights
            or warrants to subscribe for or purchase any security other than the
            Common Stock (which shall be subject to Section 3(b)),  then in each
            such case the Exercise  Price shall be adjusted by  multiplying  the
            Exercise Price in effect  immediately prior to the record date fixed
            for   determination   of  stockholders   entitled  to  receive  such
            distribution  by a fraction  of which the  denominator  shall be the
            VWAP determined as of the record date mentioned  above, and of which
            the  numerator  shall be such VWAP on such record date less the then
            per share fair  market  value at such  record date of the portion of
            such assets or evidence of indebtedness so distributed applicable to
            one outstanding share of the Common Stock as determined by the Board
            of Directors in good faith. In either case the adjustments  shall be
            described  in a  statement  provided to the Holder of the portion of
            assets  or  evidences  of   indebtedness   so  distributed  or  such
            subscription  rights  applicable to one share of Common Stock.  Such
            adjustment shall be made whenever any such  distribution is made and
            shall become effective  immediately  after the record date mentioned
            above.

                  d) Fundamental Transaction. If, at any time while this Warrant
            is outstanding,  (A) the Company effects any merger or consolidation
            of the Company with or into another Person,  (B) the Company effects
            any  sale  of all or  substantially  all of its  assets  in one or a
            series of related  transactions,  (C) any tender  offer or  exchange
            offer  (whether  by the  Company  or another  Person)  is  completed
            pursuant to which holders of Common Stock are permitted to tender or
            exchange their shares for other securities, cash or property, or (D)
            the Company effects any  reclassification of the Common Stock or any
            compulsory  share  exchange  pursuant  to which the Common  Stock is
            effectively  converted into or exchanged for other securities,  cash
            or property (in any such case, a "Fundamental  Transaction"),  then,
            upon any subsequent exercise of this Warrant,  the Holder shall have
            the right to receive,  for each  Warrant  Share that would have been
            issuable upon such exercise  immediately  prior to the occurrence of
            such Fundamental Transaction,  at the option of the Holder, (a) upon
            exercise of this  Warrant,  the number of shares of Common  Stock of
            the successor or acquiring  corporation or of the Company,  if it is
            the surviving  corporation,  and any additional  consideration  (the
            "Alternate  Consideration")  receivable  upon or as a result of such
            reorganization,    reclassification,    merger,   consolidation   or
            disposition  of assets by a Holder of the number of shares of Common
            Stock for which this  Warrant is  exercisable  immediately  prior to

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            such  event  or  (b) if  the  Company  is  acquired  in an all  cash
            transaction,  cash equal to the value of this Warrant as  determined
            in accordance with the  Black-Scholes  option pricing  formula.  For
            purposes of any such  exercise,  the  determination  of the Exercise
            Price shall be  appropriately  adjusted  to apply to such  Alternate
            Consideration  based  on  the  amount  of  Alternate   Consideration
            issuable in respect of one share of Common Stock in such Fundamental
            Transaction,  and the Company  shall  apportion  the Exercise  Price
            among the Alternate  Consideration in a reasonable manner reflecting
            the relative  value of any  different  components  of the  Alternate
            Consideration. If holders of Common Stock are given any choice as to
            the  securities,  cash or property  to be received in a  Fundamental
            Transaction,  then the Holder  shall be given the same  choice as to
            the  Alternate  Consideration  it receives upon any exercise of this
            Warrant  following  such  Fundamental  Transaction.  To  the  extent
            necessary to effectuate the foregoing  provisions,  any successor to
            the  Company or  surviving  entity in such  Fundamental  Transaction
            shall  issue  to  the  Holder  a new  warrant  consistent  with  the
            foregoing  provisions  and evidencing the Holder's right to exercise
            such  warrant  into  Alternate  Consideration.   The  terms  of  any
            agreement  pursuant to which a Fundamental  Transaction  is effected
            shall include terms requiring any such successor or surviving entity
            to comply with the provisions of this Section 3(d) and insuring that
            this Warrant (or any such  replacement  security)  will be similarly
            adjusted upon any subsequent  transaction analogous to a Fundamental
            Transaction.

                  e) Calculations.  All calculations  under this Section 3 shall
            be made to the nearest  cent or the nearest  1/100th of a share,  as
            the case may be.  For  purposes  of this  Section  3, the  number of
            shares of Common Stock deemed to be issued and  outstanding  as of a
            given date shall be the sum of the number of shares of Common  Stock
            (excluding treasury shares, if any) issued and outstanding.

                  f)  Voluntary  Adjustment  By Company.  The Company may at any
            time  during  the  term of this  Warrant  reduce  the  then  current
            Exercise  Price to any  amount  and for any  period  of time  deemed
            appropriate by the Board of Directors of the Company.

                  g) Notice to Holders.

                        i. Adjustment to Exercise  Price.  Whenever the Exercise
                  Price is  adjusted  pursuant  to this  Section 3, the  Company
                  shall  promptly mail to each Holder a notice setting forth the
                  Exercise Price after such adjustment and setting forth a brief
                  statement  of the  facts  requiring  such  adjustment.  If the
                  Company   issues  a  variable  rate   security,   despite  the
                  prohibition  thereon in the  Purchase  Agreement,  the Company
                  shall be deemed to have issued  Common  Stock or Common  Stock
                  Equivalents  at the lowest  possible  conversion  or  exercise
                  price at which such  securities  may be converted or exercised
                  in the case of a Variable Rate  Transaction (as defined in the
                  Purchase Agreement).

                        ii.  Notice  to Allow  Exercise  by  Holder.  If (A) the
                  Company shall  declare a dividend (or any other  distribution)
                  on the Common  Stock;  (B) the Company shall declare a special
                  nonrecurring  cash  dividend on or a redemption  of the Common

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                  Stock;  (C) the Company  shall  authorize  the granting to all
                  holders of the Common  Stock  rights or warrants to  subscribe
                  for or purchase any shares of capital stock of any class or of
                  any  rights;  (D)  the  approval  of any  stockholders  of the
                  Company   shall   be   required   in   connection   with   any
                  reclassification  of the Common Stock,  any  consolidation  or
                  merger to which the  Company is a party,  any sale or transfer
                  of all or substantially  all of the assets of the Company,  of
                  any  compulsory  share  exchange  whereby the Common  Stock is
                  converted  into other  securities,  cash or property;  (E) the
                  Company  shall   authorize   the   voluntary  or   involuntary
                  dissolution,  liquidation  or winding up of the affairs of the
                  Company;  then,  in each case,  the Company  shall cause to be
                  mailed to the Holder at its last  address  as it shall  appear
                  upon the Warrant Register of the Company, at least 20 calendar
                  days  prior  to  the  applicable   record  or  effective  date
                  hereinafter  specified, a notice stating (x) the date on which
                  a record  is to be taken  for the  purpose  of such  dividend,
                  distribution,  redemption,  rights or warrants, or if a record
                  is not to be taken,  the date as of which the  holders  of the
                  Common  Stock  of  record  to be  entitled  to such  dividend,
                  distributions,  redemption,  rights  or  warrants  are  to  be
                  determined  or (y) the  date on which  such  reclassification,
                  consolidation,  merger,  sale,  transfer or share  exchange is
                  expected  to become  effective  or  close,  and the date as of
                  which it is  expected  that  holders  of the  Common  Stock of
                  record  shall be  entitled  to  exchange  their  shares of the
                  Common   Stock  for   securities,   cash  or  other   property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange;  provided,  that the failure
                  to mail such  notice or any defect  therein or in the  mailing
                  thereof shall not affect the validity of the corporate  action
                  required  to be  specified  in  such  notice.  The  Holder  is
                  entitled to exercise  this  Warrant  during the 20-day  period
                  commencing on the date of such notice to the effective date of
                  the event triggering such notice.

      Section 4. Transfer of Warrant.

            a)  Transferability.  Subject  to  compliance  with  any  applicable
      securities  laws and the  conditions  set forth in Sections  5(a) and 4(d)
      hereof and to the  provisions  of Section 4.1 of the  Purchase  Agreement,
      this Warrant and all rights  hereunder  are  transferable,  in whole or in
      part,  upon  surrender  of this  Warrant  at the  principal  office of the
      Company,  together with a written assignment of this Warrant substantially
      in the form  attached  hereto duly  executed by the Holder or its agent or
      attorney and funds  sufficient to pay any transfer  taxes payable upon the
      making of such  transfer.  Upon such  surrender  and,  if  required,  such
      payment,  the Company  shall execute and deliver a new Warrant or Warrants
      in the  name of the  assignee  or  assignees  and in the  denomination  or
      denominations specified in such instrument of assignment,  and shall issue
      to the assignor a new Warrant  evidencing  the portion of this Warrant not
      so assigned,  and this Warrant shall promptly be cancelled.  A Warrant, if
      properly  assigned,  may be  exercised by a new holder for the purchase of
      Warrant Shares without having a new Warrant issued.

                                       9
<PAGE>

            b) New Warrants.  This Warrant may be divided or combined with other
      Warrants upon presentation  hereof at the aforesaid office of the Company,
      together with a written notice  specifying the names and  denominations in
      which new Warrants are to be issued,  signed by the Holder or its agent or
      attorney.  Subject to  compliance  with Section  4(a),  as to any transfer
      which may be involved in such division or  combination,  the Company shall
      execute and deliver a new Warrant or Warrants in exchange  for the Warrant
      or Warrants to be divided or combined in accordance with such notice.

            c) Warrant Register.  The Company shall register this Warrant,  upon
      records to be  maintained  by the Company for that purpose  (the  "Warrant
      Register"), in the name of the record Holder hereof from time to time. The
      Company may deem and treat the  registered  Holder of this  Warrant as the
      absolute  owner  hereof  for the  purpose  of any  exercise  hereof or any
      distribution  to the Holder,  and for all other  purposes,  absent  actual
      notice to the contrary.

            d) Transfer  Restrictions.  If, at the time of the surrender of this
      Warrant in connection  with any transfer of this Warrant,  the transfer of
      this Warrant shall not be registered pursuant to an effective registration
      statement under the Securities Act and under  applicable  state securities
      or blue sky laws, the Company may require, as a condition of allowing such
      transfer (i) that the Holder or transferee  of this  Warrant,  as the case
      may be, furnish to the Company a written opinion of counsel (which opinion
      shall be in form, substance and scope customary for opinions of counsel in
      comparable  transactions)  to the effect  that such  transfer  may be made
      without  registration  under the Securities Act and under applicable state
      securities or blue sky laws,  (ii) that the holder or  transferee  execute
      and  deliver to the  Company an  investment  letter in form and  substance
      acceptable to the Company and (iii) that the  transferee be an "accredited
      investor" as defined in Rule 501(a)(1),  (a)(2), (a)(3), (a)(7), or (a)(8)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.

      Section 5. Miscellaneous.

            a) Title to Warrant.  Prior to the  Termination  Date and subject to
      compliance  with  applicable  laws and  Section  4 of this  Warrant,  this
      Warrant and all rights hereunder are transferable, in whole or in part, at
      the  office or agency of the  Company  by the  Holder in person or by duly
      authorized  attorney,  upon  surrender of this Warrant  together  with the
      Assignment Form annexed hereto  properly  endorsed.  The transferee  shall
      sign an investment letter in form and substance reasonably satisfactory to
      the Company.

            b) No Rights as Shareholder  Until  Exercise.  This Warrant does not
      entitle the Holder to any voting  rights or other rights as a  shareholder
      of the Company  prior to the exercise  hereof.  Upon the surrender of this
      Warrant and the payment of the aggregate  Exercise Price (or by means of a
      cashless exercise), the Warrant Shares so purchased shall be and be deemed
      to be issued to such  Holder as the record  owner of such shares as of the
      close of business on the later of the date of such surrender or payment.

            c) Loss,  Theft,  Destruction or Mutilation of Warrant.  The Company
      covenants  that  upon  receipt  by  the  Company  of  evidence  reasonably
      satisfactory to it of the loss,  theft,  destruction or mutilation of this
      Warrant or any stock  certificate  relating to the Warrant Shares,  and in
      case of loss,  theft or destruction,  of indemnity or security  reasonably
      satisfactory to it (which,  in the case of the Warrant,  shall not include
      the posting of any bond),  and upon  surrender  and  cancellation  of such
      Warrant or stock  certificate,  if  mutilated,  the Company  will make and
      deliver a new Warrant or stock  certificate  of like tenor and dated as of
      such cancellation, in lieu of such Warrant or stock certificate.

                                       10
<PAGE>

            d) Saturdays,  Sundays,  Holidays, etc. If the last or appointed day
      for the taking of any action or the  expiration  of any right  required or
      granted herein shall be a Saturday,  Sunday or a legal holiday,  then such
      action may be taken or such right may be exercised on the next  succeeding
      day not a Saturday, Sunday or legal holiday.

            e) Authorized Shares.

                  The  Company  covenants  that during the period the Warrant is
            outstanding, it will reserve from its authorized and unissued Common
            Stock a  sufficient  number of shares to provide for the issuance of
            the Warrant  Shares upon the exercise of any  purchase  rights under
            this Warrant.  The Company  further  covenants  that its issuance of
            this Warrant shall constitute full authority to its officers who are
            charged with the duty of executing stock certificates to execute and
            issue the  necessary  certificates  for the Warrant  Shares upon the
            exercise of the purchase rights under this Warrant. The Company will
            take all such  reasonable  action as may be necessary to assure that
            such  Warrant  Shares  may be  issued  as  provided  herein  without
            violation  of  any  applicable   law  or   regulation,   or  of  any
            requirements  of the Trading  Market upon which the Common Stock may
            be listed.

                  Except  and to the  extent as waived  or  consented  to by the
            Holder,  the  Company  shall not by any action,  including,  without
            limitation, amending its certificate of incorporation or through any
            reorganization,   transfer   of   assets,   consolidation,   merger,
            dissolution,  issue or sale of  securities  or any  other  voluntary
            action,  avoid or seek to avoid the observance or performance of any
            of the terms of this  Warrant,  but will at all times in good  faith
            assist in the  carrying  out of all such  terms and in the taking of
            all such actions as may be necessary or  appropriate  to protect the
            rights of Holder as set forth in this  Warrant  against  impairment.
            Without  limiting the generality of the foregoing,  the Company will
            (a) not  increase  the par  value of any  Warrant  Shares  above the
            amount payable therefor upon such exercise immediately prior to such
            increase in par value,  (b) take all such action as may be necessary
            or  appropriate  in order that the  Company  may validly and legally
            issue fully paid and nonassessable  Warrant Shares upon the exercise
            of this  Warrant,  and (c) use  commercially  reasonable  efforts to
            obtain all such  authorizations,  exemptions  or  consents  from any
            public  regulatory  body  having  jurisdiction  thereof  as  may  be
            necessary  to enable the  Company to perform its  obligations  under
            this Warrant.

                                       11
<PAGE>

                  Before  taking any action which would result in an  adjustment
            in  the  number  of  Warrant   Shares  for  which  this  Warrant  is
            exercisable or in the Exercise  Price,  the Company shall obtain all
            such  authorizations or exemptions  thereof, or consents thereto, as
            may be necessary  from any public  regulatory  body or bodies having
            jurisdiction thereof.

            f)  Jurisdiction.   All  questions   concerning  the   construction,
      validity,   enforcement  and  interpretation  of  this  Warrant  shall  be
      determined in accordance with the provisions of the Purchase Agreement.

            g)  Restrictions.  The Holder  acknowledges  that the Warrant Shares
      acquired upon the exercise of this Warrant,  if not registered,  will have
      restrictions upon resale imposed by state and federal securities laws.

            h)  Nonwaiver  and  Expenses.  No course of  dealing or any delay or
      failure  to  exercise  any right  hereunder  on the part of  Holder  shall
      operate as a waiver of such right or otherwise  prejudice Holder's rights,
      powers or  remedies,  notwithstanding  the fact that all rights  hereunder
      terminate on the Termination  Date. If the Company willfully and knowingly
      fails to comply with any provision of this  Warrant,  which results in any
      material  damages to the  Holder,  the  Company  shall pay to Holder  such
      amounts as shall be sufficient to cover any costs and expenses  including,
      but not  limited  to,  reasonable  attorneys'  fees,  including  those  of
      appellate  proceedings,  incurred by Holder in collecting  any amounts due
      pursuant  hereto or in otherwise  enforcing  any of its rights,  powers or
      remedies hereunder.

            i)  Notices.  Any  notice,  request or other  document  required  or
      permitted to be given or  delivered to the Holder by the Company  shall be
      delivered  in  accordance  with  the  notice  provisions  of the  Purchase
      Agreement.

            j) Limitation of Liability.  No provision  hereof, in the absence of
      any  affirmative  action by Holder to  exercise  this  Warrant or purchase
      Warrant Shares,  and no enumeration  herein of the rights or privileges of
      Holder,  shall give rise to any liability of Holder for the purchase price
      of any Common  Stock or as a  stockholder  of the  Company,  whether  such
      liability is asserted by the Company or by creditors of the Company.

            k) Remedies.  Holder,  in addition to being entitled to exercise all
      rights granted by law, including recovery of damages,  will be entitled to
      specific  performance of its rights under this Warrant. The Company agrees
      that  monetary  damages  would not be adequate  compensation  for any loss
      incurred by reason of a breach by it of the provisions of this Warrant and
      hereby agrees to waive the defense in any action for specific  performance
      that a remedy at law would be adequate.

            l) Successors and Assigns.  Subject to applicable  securities  laws,
      this Warrant and the rights and obligations  evidenced  hereby shall inure
      to the benefit of and be binding  upon the  successors  of the Company and
      the  successors  and permitted  assigns of Holder.  The provisions of this
      Warrant are  intended  to be for the  benefit of all Holders  from time to
      time of this Warrant and shall be enforceable by any such Holder or holder
      of Warrant Shares.

                                       12
<PAGE>

            m)  Amendment.  This  Warrant  may be  modified  or  amended  or the
      provisions  hereof waived with the written  consent of the Company and the
      Holder.

            n) Severability.  Wherever possible,  each provision of this Warrant
      shall be  interpreted  in such manner as to be  effective  and valid under
      applicable  law, but if any  provision of this Warrant shall be prohibited
      by or invalid under applicable law, such provision shall be ineffective to
      the extent of such  prohibition or invalidity,  without  invalidating  the
      remainder of such provisions or the remaining provisions of this Warrant.

            o)  Headings.  The  headings  used  in  this  Warrant  are  for  the
      convenience of reference only and shall not, for any purpose,  be deemed a
      part of this Warrant.


                              ********************



                                       13
<PAGE>

      IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated:  March __, 2005

                                      NUTRITION 21, INC.


                                      By:_______________________
                                      Name:
                                      Title:



                                       14
<PAGE>

                               NOTICE OF EXERCISE

TO:   NUTRITION 21, INC.

      (1) The undersigned  hereby elects to purchase  ________ Warrant Shares of
the Company  pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

      (2) Payment shall take the form of (check applicable box):

            [_] in lawful money of the United States; or

            [_]  the  cancellation  of  such  number  of  Warrant  Shares  as is
            necessary,  in  accordance  with the formula set forth in subsection
            2(c), to exercise this Warrant with respect to the maximum number of
            Warrant  Shares  purchasable   pursuant  to  the  cashless  exercise
            procedure set forth in subsection 2(c).

      (3) Please issue a certificate or certificates  representing  said Warrant
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:

      -------------------------------------


The Warrant Shares shall be delivered to the following:

      -------------------------------------

      -------------------------------------

      -------------------------------------


      (4) Accredited  Investor.  The undersigned is an "accredited  investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:_______________________________________________________

Signature of Authorized Signatory of Investing Entity:__________________________

Name of Authorized Signatory:___________________________________________________

Title of Authorized Signatory:__________________________________________________

Date:___________________________________________________________________________

<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


      FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is

_______________________________________________________.


_______________________________________________________

                                    Dated:  ______________, _______


            Holder's Signature:_____________________________

            Holder's Address:  _____________________________

                               _____________________________


Signature Guaranteed:  _____________________________________


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.