EXHIBIT 4.2
                                                                       EXHIBIT A

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                               NUTRITION 21, INC.

                (Pursuant to 805 of the Business Corporation Law)

         1.  The  name  of  the   corporation   is  NUTRITION   21,  INC.   (the
"Corporation"),   a  corporation  organized  and  existing  under  the  Business
Corporation  Law of the State of New York. The name under which it was formed is
Applied Micro Biology, Inc.

         2.  The  date  its  certificate  of  incorporation  was  filed  by  the
Department of State is June 29, 1983.

         3.  There is hereby  created a series  of the  Preferred  Stock of this
Corporation  to consist of 9,600  shares of the  5,000,000  shares of  Preferred
Stock, par value $.01 per share, which this Corporation now has the authority to
issue, and as fixed by the board of directors before the issuance of such series
pursuant to the  authority  contained in Article  Fourth of the  Certificate  or
Incorporation,  and in  accordance  with the  provisions  of Section  502 of the
Business  Corporation  Law of the State of New  York.  The  designation  of this
series,  which consists of 9,600 shares of Preferred  Stock,  is the Series I 6%
Convertible  Preferred Stock (the "Preferred Stock"). The terms of the Preferred
Stock are as follows:

                            TERMS OF PREFERRED STOCK

                  Section  1.  Definitions.   Capitalized  terms  used  and  not
otherwise  defined herein that are defined in the Purchase  Agreement shall have
the  meanings  given  such terms in the  Purchase  Agreement.  For the  purposes
hereof, the following terms shall have the following meanings:

                  "Alternate  Consideration" shall have the meaning set forth in
         Section 7(e).

                  "Bankruptcy  Event" means any of the following events: (a) the
         Corporation or any  Significant  Subsidiary (as such term is defined in
         Rule  1.02(s) of  Regulation  S-X)  thereof  commences  a case or other
         proceeding   under   any   bankruptcy,   reorganization,   arrangement,
         adjustment  of debt,  relief of  debtors,  dissolution,  insolvency  or
         liquidation  or  similar  law  of  any  jurisdiction  relating  to  the
         Corporation  or  any  Significant  Subsidiary  thereof;  (b)  there  is
         commenced against the Corporation or any Significant Subsidiary thereof
         any such case or proceeding that is not dismissed  within 60 days after
         commencement; (c) the Corporation or any Significant Subsidiary thereof
         is  adjudicated  insolvent  or bankrupt or any order of relief or other
         order  approving  any  such  case or  proceeding  is  entered;  (d) the
         Corporation  or  any   Significant   Subsidiary   thereof  suffers  any
         appointment of any custodian or the like for it or any substantial part
         of its property that is not  discharged  or stayed within 60 days;  (e)
         the Corporation or any Significant  Subsidiary  thereof makes a general
         assignment  for the benefit of creditors;  (f) the  Corporation  or any
         Significant  Subsidiary thereof calls a meeting of its creditors with a
         view to arranging a  composition,  adjustment or  restructuring  of its
         debts; or (g) the Corporation or any Significant Subsidiary thereof, by
         any act or failure to act, expressly indicates its consent to, approval
         of or  acquiescence  in any of the  foregoing or takes any corporate or
         other action for the purpose of effecting any of the foregoing.


                                       1
<PAGE>

                  "Base  Conversion  Price"  shall have the meaning set forth in
         Section 7(b).

                  "Buy-In"   shall  have  the   meaning  set  forth  in  Section
         6(e)(iii).

                  "Change of Control Transaction" means the occurrence after the
         date  hereof of any of (i) an  acquisition  after the date hereof by an
         individual or legal entity or "group" (as described in Rule 13d-5(b)(1)
         promulgated  under the  Exchange  Act) of  effective  control  (whether
         through  legal  or  beneficial   ownership  of  capital  stock  of  the
         Corporation,  by  contract  or  otherwise)  of in  excess of 33% of the
         voting  securities of the Corporation,  or (ii) the Corporation  merges
         into or consolidates  with any other Person,  or any Person merges into
         or consolidates  with the Corporation  and, after giving effect to such
         transaction,  the stockholders of the Corporation  immediately prior to
         such transaction own less than 66% of the aggregate voting power of the
         Corporation or the successor entity of such  transaction,  or (iii) the
         Corporation   sells  or  transfers  its  assets,   as  an  entirety  or
         substantially as an entirety, to another Person and the stockholders of
         the Corporation immediately prior to such transaction own less than 66%
         of the aggregate voting power of the acquiring entity immediately after
         the  transaction,  (iv) a replacement  at one time or within a one year
         period of more than one-half of the members of the Corporation's  board
         of directors  which is not approved by a majority of those  individuals
         who are  members of the board of  directors  on the date  hereof (or by
         those  individuals who are serving as members of the board of directors
         on any date whose  nomination to the board of directors was approved by
         a majority of the members of the board of directors  who are members on
         the  date  hereof),  or (v)  the  execution  by the  Corporation  of an
         agreement to which the  Corporation is a party or by which it is bound,
         providing for any of the events set forth above in (i) or (iv).

                  "Closing   Date"  means  the  Trading  Day  when  all  of  the
         Transaction   Documents   have  been  executed  and  delivered  by  the
         applicable  parties  thereto,  and all conditions  precedent to (i) the
         Holders'  obligations  to pay the  Subscription  Amount  and  (ii)  the
         Corporation's obligations to deliver the Securities have been satisfied
         or waived.

                  "Closing Price" means,  for any date, the price  determined by
         the first of the  following  clauses  that  applies:  (a) if the Common
         Stock is then  listed or quoted on a Trading  Market,  the  closing bid
         price of the Common Stock for such date (or the nearest preceding date)
         on the  Trading  Market on which  the  Common  Stock is then  listed or
         quoted as reported by Bloomberg  Financial L.P. (based on a Trading Day
         from 9:30 a.m.  Eastern  Time to 4:02 p.m.  Eastern  Time);  (b) if the
         Common Stock is not then listed or quoted on the OTC Bulletin Board and
         if prices for the Common Stock are then  reported in the "Pink  Sheets"
         published by the Pink Sheets, LLC (or a similar  organization or agency
         succeeding to its functions of reporting  prices),  the most recent bid
         price per share of the Common  Stock so  reported;  or (c) in all other
         cases,  the fair market value of a share of Common Stock as  determined
         by an  independent  appraiser  selected in good faith by the Purchasers
         and reasonably acceptable to the Corporation.

                  "Commission" means the Securities and Exchange Commission.

                  "Common Stock" means the Corporation's common stock, par value
         $0.005 per share, and stock of any other class of securities into which
         such securities may hereafter have been reclassified or changed into.

                  "Common  Stock   Equivalents"  means  any  securities  of  the
         Corporation or the Subsidiaries  which would entitle the holder thereof
         to acquire at any time Common Stock, including without limitation,  any
         debt,  preferred stock, rights,  options,  warrants or other instrument
         that is at any time convertible into or exchangeable  for, or otherwise
         entitles the holder thereof to receive, Common Stock.

                  "Conversion  Amount"  means  the sum of the  Stated  Value  at
         issue.

                  "Conversion  Date" shall have the meaning set forth in Section
         6(a).

                  "Conversion Price" shall have the meaning set forth in Section
         6(b).


                                       2
<PAGE>

                  "Conversion Shares" means, collectively,  the shares of Common
         Stock into  which the  shares of  Preferred  Stock are  convertible  in
         accordance with the terms hereof.

                  "Conversion   Shares    Registration    Statement"   means   a
         registration  statement that meets the requirements of the Registration
         Rights  Agreement and registers the resale of all Conversion  Shares by
         the Holder, who shall be named as a "selling  stockholder"  thereunder,
         all as provided in the Registration Rights Agreement.

                  "Dividend  Payment  Date"  shall have the meaning set forth in
         Section 3(a).

                  "Dilutive  Issuance"  shall  have  the  meaning  set  forth in
         Section 7(b).

                  "Dilutive Issuance Notice" shall have the meaning set forth in
         Section 7(b).

                  "Effective  Date"  means the date that the  Conversion  Shares
         Registration Statement is declared effective by the Commission.

                  "Equity Conditions" shall mean, during the period in question,
         as such condition  relates to a Holder,  (i) the Corporation shall have
         duly honored all conversions  scheduled to occur or occurring by virtue
         of one or more Notices of Conversion  by such Holder,  if any, (ii) all
         liquidated damages and other amounts owing to such Holder in respect of
         the Preferred  Stock shall have been paid;  (iii) there is an effective
         Conversion Shares Registration  Statement pursuant to which such Holder
         is permitted to utilize the prospectus  thereunder to resell all of the
         shares  issuable  pursuant  to  the  Transaction   Documents  (and  the
         Corporation  believes,  in good  faith,  that such  effectiveness  will
         continue  uninterrupted  for the foreseeable  future),  (iv) the Common
         Stock is trading on the Trading  Market and all of the shares  issuable
         to such Holder  pursuant to the  Transaction  Documents  are listed for
         trading on a Trading  Market  (and the  Corporation  believes,  in good
         faith,  that  trading  of the  Common  Stock on a Trading  Market  will
         continue  uninterrupted  for the  foreseeable  future),  (v) there is a
         sufficient  number of authorized but unissued and otherwise  unreserved
         shares of Common Stock for the  issuance of all of the shares  issuable
         to such Holder  pursuant to the  Transaction  Documents,  (vi) there is
         then existing no Triggering  Event or event which,  with the passage of
         time or the giving of notice,  would  constitute  a  Triggering  Event,
         (vii) the  issuance of the shares in question to such Holder  would not
         result in a  violation  of the  limitation  set forth in Section  6(c),
         (viii) the  issuance of the shares in question to such Holder would not
         result in a violation of the  limitation  set forth in Section 6(d) and
         (ix) no  public  announcement  of a  pending  or  proposed  Fundamental
         Transaction,  Change of Control Transaction or acquisition  transaction
         has  occurred  that  has  not  been  consummated.  In  addition  to the
         aforementioned  conditions,  with respect to the Corporation's right to
         pay  dividends  in shares of Common  Stock in lieu of cash  pursuant to
         Section 3(a), either  Shareholder  Approval shall have been obtained or
         the Company shall have received written  approval of this  transaction,
         including the issuance of such shares  pursuant to the terms of Section
         3(a), from the principal Trading Market.

                  "Exchange Act" means the  Securities  Exchange Act of 1934, as
         amended, and the rules and regulations promulgated thereunder.

                  "Exempt  Issuance"  means the issuance of (a) shares of Common
         Stock or options to employees, officers or directors of the Corporation
         and consultants to the Corporation pursuant to any stock or option plan
         duly adopted by a majority of the non-employee  members of the Board of
         Directors  of  the  Corporation  or a  majority  of  the  members  of a
         committee  of  non-employee  directors  established  for such  purpose;
         provided,  however,  issuances to such  consultants of the  Corporation
         shall  not  exceed  200,000  shares  per 12 month  period,  subject  to
         adjustment for reverse and forward stock splits, stock dividends, stock
         combinations  and other similar  transactions of the Common Stock,  (b)
         securities upon the exercise of or conversion of any Securities  issued
         hereunder,  convertible  securities,  options  or  warrants  issued and
         outstanding on the date of the Purchase  Agreement,  provided that such
         securities  have  not  been  amended  since  the  date of the  Purchase
         Agreement to increase the number of such  securities or to decrease the
         exercise or conversion price of any such securities, and (c) securities
         issued pursuant to acquisitions or strategic transactions, provided any
         such issuance in a strategic  transaction  shall be an Exempt  Issuance
         only if to a Person which is,  itself or through its  subsidiaries,  an
         operating  company in a business  synergistic  with the business of the


                                       3
<PAGE>

         Corporation and in which the Corporation  receives benefits in addition
         to the  investment  of funds,  but shall not include a  transaction  in
         which the Corporation is issuing  securities  primarily for the purpose
         of raising capital or to an entity whose primary  business is investing
         in securities.

                   "Forced  Conversion  Notice" shall have the meaning set forth
         in Section 8(a).

                   "Forced  Conversion  Notice  Date" shall have the meaning set
         forth in Section 8(a).

                  "Four Year  Redemption"  shall have the  meaning  set forth in
         Section 8(b).

                  "Four Year  Redemption  Date" shall have the meaning set forth
         in Section 8(b).

                  "Four Year  Redemption  Amount" shall mean the sum of (i) 100%
         of the aggregate Stated Value then outstanding, (ii) accrued but unpaid
         dividends  and (iii) all  liquidated  damages and other  amounts due in
         respect of the Preferred Stock

                   "Fundamental Transaction" shall have the meaning set forth in
         Section 7(e).

                  "Holder" shall have the meaning given such term in Section 2.

                  "Junior  Securities"  means  the  Common  Stock  and all other
         equity or equity  equivalent  securities of the Corporation  other than
         those  securities  that are (a)  outstanding on the Original Issue Date
         and (b)  which  are  explicitly  senior  or pari  passu  in  rights  or
         liquidation preference to the Preferred Stock.

                  "Liquidation"  shall  have  the  meaning  given  such  term in
         Section 5.

                  "New York  Courts"  shall have the meaning  given such term in
         Section 10(d).

                  "Notice of Conversion"  shall have the meaning given such term
         in Section 6(a).

                   "Original  Issue  Date"  shall  mean  the  date of the  first
         issuance of any shares of the Preferred Stock  regardless of the number
         of transfers of any particular shares of Preferred Stock and regardless
         of the  number of  certificates  which may be issued to  evidence  such
         Preferred Stock.

                  "Person" means a corporation,  an association,  a partnership,
         an organization,  a business, an individual,  a government or political
         subdivision thereof or a governmental agency.

                  "Purchase  Agreement" means the Securities Purchase Agreement,
         dated as of March 31, 2005, to which the  Corporation  and the original
         Holders are parties, as amended,  modified or supplemented from time to
         time in accordance with its terms.

                  "Registration  Rights Agreement" means the Registration Rights
         Agreement, dated as of the date of the Purchase Agreement, to which the
         Corporation and the original Holder are parties,  as amended,  modified
         or supplemented from time to time in accordance with its terms.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Share  Delivery  Date" shall have the meaning given such term
         in Section 6(e).

                  "Stated  Value"  shall  have the  meaning  given  such term in
         Section 2.

                  "Subscription  Amount" shall mean, as to each  Purchaser,  the
         amount to be paid for the  Preferred  Stock  purchased  pursuant to the
         Purchase  Agreement as  specified  below such  Purchaser's  name on the


                                       4
<PAGE>

         signature  page of the  Purchase  Agreement  and  next  to the  heading
         "Subscription  Amount",  in United  States  Dollars and in  immediately
         available funds.

                  "Subsidiary"  shall have the meaning given to such term in the
         Purchase Agreement.

                   "Threshold  Period"  shall  have  the  meaning  set  forth in
         Section 8(a).

                  "Trading  Day" means a day on which the Common Stock is traded
         on a Trading Market.

                  "Trading  Market" means the following  markets or exchanges on
         which the Common  Stock is listed or quoted for  trading on the date in
         question:  the Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange, the Nasdaq National Market or the OTC Bulletin
         Board.

                  "Transaction  Documents"  shall have the  meaning set forth in
         the Purchase Agreement.

                  "Triggering Event" shall have the meaning set forth in Section
         9(a).

                  "Triggering  Redemption  Amount"  for each share of  Preferred
         Stock means the sum of (i) the greater of (A) 130% of the Stated  Value
         and (B) the  product  of (a) the VWAP on the  Trading  Day  immediately
         preceding  the date of the  Triggering  Event and (b) the Stated  Value
         divided  by the then  Conversion  Price,  (ii) all  accrued  but unpaid
         dividends  thereon and (iii) all  liquidated  damages and other amounts
         due in respect of the Preferred Stock.  Notwithstanding anything herein
         to the  contrary,  with  respect to the  Triggering  Event  pursuant to
         Section  9(a)(xii) only, the Triggering  Redemption Amount shall be the
         sum of 100% of the Stated Value and all other amounts due in respect of
         the Preferred Stock.

                  "Triggering  Redemption  Payment  Date" shall have the meaning
         set forth in Section 9(b).

                   "VWAP" means, for any date, the price determined by the first
         of the following clauses that applies:  (a) if the Common Stock is then
         listed or quoted on a Trading Market, the daily volume weighted average
         price of the Common Stock for such date (or the nearest preceding date)
         on the  Trading  Market on which  the  Common  Stock is then  listed or
         quoted as reported by Bloomberg  Financial L.P. (based on a Trading Day
         from 9:30 a.m.  Eastern  Time to 4:02 p.m.  Eastern  Time);  (b) if the
         Common  Stock is not then  listed or quoted on a Trading  Market and if
         prices for the Common Stock are then quoted on the OTC Bulletin  Board,
         the volume weighted average price of the Common Stock for such date (or
         the  nearest  preceding  date) on the OTC  Bulletin  Board;  (c) if the
         Common Stock is not then listed or quoted on the OTC Bulletin Board and
         if prices for the Common Stock are then  reported in the "Pink  Sheets"
         published by the Pink Sheets, LLC (or a similar  organization or agency
         succeeding to its functions of reporting  prices),  the most recent bid
         price per share of the Common  Stock so  reported;  or (d) in all other
         cases,  the fair market value of a share of Common Stock as  determined
         by an  independent  appraiser  selected in good faith by the Purchasers
         and reasonably acceptable to the Corporation.

                  Section 2.  Designation,  Amount and Par Value.  The series of
         preferred  stock shall be designated as the  Corporation's  Series I 6%
         Convertible  Preferred Stock (the "Preferred  Stock") and the number of
         shares so  designated  shall be 9,600  (which  shall not be  subject to
         increase  without the  consent of all of the  holders of the  Preferred
         Stock (each, a "Holder" and collectively,  the "Holders")).  Each share
         of  Preferred  Stock  shall  have a par  value of $0.01 per share and a
         stated value equal to $1,000 (the "Stated  Value").  Capitalized  terms
         not otherwise defined herein shall have the meaning given such terms in
         Section 1 hereof.

                  Section 3.        Dividends.

                  a) Dividends in Cash or in Kind.  Holders shall be entitled to
         receive and the Corporation shall pay, cumulative dividends at the rate
         per share (as a  percentage  of the  Stated  Value per share) of 6% per
         annum (subject to increase pursuant to Section 9(b)), payable quarterly
         on March 1, June 1,  September  1 and  December 1,  beginning  with the


                                       5
<PAGE>

         first such date  after the  Original  Issue Date and on any  Conversion
         Date (except  that, if such date is not a Trading Day, the payment date
         shall be the next succeeding Trading Day)("Dividend Payment Date"). The
         form of dividend payments to each Holder shall be made in the following
         order: (i) if funds are legally  available for the payment of dividends
         and the Equity Conditions have not been met in cash only, (ii) if funds
         are  legally  available  for the  payment of  dividends  and the Equity
         Conditions have been met, at the sole election of the  Corporation,  in
         cash or shares of Common  Stock which  shall be valued  solely for such
         purpose at 90% of the average of the 20 VWAPs  immediately prior to the
         Dividend Payment Date; (iii) if funds are not legally available for the
         payment of dividends and the Equity Conditions have been met, in shares
         of Common  Stock  which shall be valued at 90% of the average of the 20
         VWAPs immediately prior to the Dividend Payment Date; (iv) if funds are
         not  legally  available  for the  payment of  dividends  and the Equity
         Conditions relating to registration have been waived by such Holder, as
         to such Holder only, in unregistered shares of Common Stock which shall
         be valued at 90% of the  average of the 20 VWAPs  immediately  prior to
         the Dividend  Payment Date; and (v) if funds are not legally  available
         for the payment of dividends  and the Equity  Conditions  have not been
         met, then, at the election of such Holder,  such dividends shall accrue
         to  the  next  Dividend  Payment  Date  or  shall  be  accreted  to the
         outstanding  Stated  Value.  The Holders shall have the same rights and
         remedies  with  respect to the  delivery  of any such shares as if such
         shares were being issued pursuant to Section 6. On the Closing Date the
         Corporation  shall  have  notified  the  Holders  whether or not it may
         lawfully pay cash dividends.  The Corporation shall promptly notify the
         Holders at any time the Corporation shall become able or unable, as the
         case  may be,  to  lawfully  pay  cash  dividends.  If at any  time the
         Corporation has the right to pay dividends in cash or Common Stock, the
         Corporation  must  provide  the Holder  with at least 20 Trading  Days'
         notice of its election to pay a regularly  scheduled dividend in Common
         Stock.  Dividends on the  Preferred  Stock shall be  calculated  on the
         basis of a 360-day year,  shall accrue daily commencing on the Original
         Issue Date, and shall be deemed to accrue from such date whether or not
         earned or  declared  and whether or not there are  profits,  surplus or
         other funds of the  Corporation  legally  available  for the payment of
         dividends.  Except as  otherwise  provided  herein,  if at any time the
         Corporation  pays dividends  partially in cash and partially in shares,
         then such payment shall be distributed  ratably among the Holders based
         upon the number of shares of Preferred  Stock held by each Holder.  Any
         dividends,  whether  paid in cash or shares,  that are not paid  within
         three Trading Days following a Dividend  Payment Date shall continue to
         accrue and shall entail a late fee,  which must be paid in cash, at the
         rate of 14% per annum or the lesser rate  permitted by  applicable  law
         (such fees to accrue daily,  from the Dividend Payment Date through and
         including the date of payment).  Notwithstanding anything herein to the
         contrary,  the  Corporation  shall not issue  shares of Common Stock in
         payment of  dividends,  and shall be required to pay  dividends in cash
         only, to the extent such shares,  when added to the aggregate number of
         shares of Common Stock  previously  issued to all Holders as payment of
         dividends  pursuant to this Section 3(a) would exceed  7,607,360 shares
         of Common Stock (the  "Maximum  Aggregate  Share  Amount"),  unless the
         Corporation first obtains Shareholder Approval.

                  b) So long as any  Preferred  Stock shall remain  outstanding,
         neither  the  Corporation  nor any  Subsidiary  thereof  shall  redeem,
         purchase  or  otherwise  acquire  directly  or  indirectly  any  Junior
         Securities.  So long as any Preferred  Stock shall remain  outstanding,
         neither the  Corporation  nor any Subsidiary  thereof shall directly or
         indirectly pay or declare any dividend or make any distribution  (other
         than a dividend or distribution described in Section 6 or dividends due
         and paid in the ordinary  course on preferred  stock of the Corporation
         at such times when the  Corporation  is in compliance  with its payment
         and other  obligations  hereunder)  upon, nor shall any distribution be
         made in respect of, any Junior  Securities so long as any dividends due
         on the Preferred Stock remain unpaid, nor shall any monies be set aside
         for or applied to the purchase or redemption (through a sinking fund or
         otherwise)  of any  Junior  Securities  or shares  pari  passu with the
         Preferred Stock.

                  c) The Corporation acknowledges and agrees that the capital of
         the Corporation (as such term is used in Section  102(a)(12) of the New
         York Business  Corporation  Law) in respect of the Preferred  Stock and


                                       6
<PAGE>

         any future issuances of the Corporation's  capital stock shall be equal
         to the aggregate par value of such Preferred Stock or capital stock, as
         the case  may be,  and  that,  on or  after  the  date of the  Purchase
         Agreement,  it shall not increase the capital of the  Corporation  with
         respect to any shares of the  Corporation's  capital  stock  issued and
         outstanding on such date.

                  Section 4. Voting Rights.  Except as otherwise provided herein
and as  otherwise  required  by law,  the  Preferred  Stock shall have no voting
rights.  However, so long as any shares of Preferred Stock are outstanding,  the
Corporation  shall not,  without the  affirmative  consent of the Holders (which
need not be done by way of amendment to this  Certificate of  Designation) of at
least 66% of the shares of the Preferred  Stock then  outstanding,  (a) alter or
change adversely the powers,  preferences or rights given to the Preferred Stock
or alter or amend this  Certificate of Designation,  (b) authorize or create any
class of stock ranking as to dividends,  redemption  or  distribution  of assets
upon a Liquidation  (as defined in Section 5) senior to or otherwise  pari passu
with the Preferred  Stock,  (c) amend its certificate of  incorporation or other
charter  documents  so as to affect  adversely  any rights of the  Holders,  (d)
increase the authorized  number of shares of Preferred  Stock, or (e) enter into
any agreement with respect to the foregoing.

                  Section 5. Liquidation.  Upon any liquidation,  dissolution or
winding-up   of  the   Corporation,   whether   voluntary  or   involuntary   (a
"Liquidation"),  the  Holders  shall be entitled to receive out of the assets of
the Corporation,  whether such assets are capital or surplus,  for each share of
Preferred  Stock an amount  equal to the Stated Value per share plus any accrued
and unpaid  dividends  thereon and any other fees or  liquidated  damages  owing
thereon before any  distribution  or payment shall be made to the holders of any
Junior Securities, and if the assets of the Corporation shall be insufficient to
pay in full  such  amounts,  then the  entire  assets to be  distributed  to the
Holders shall be distributed  among the Holders  ratably in accordance  with the
respective  amounts that would be payable on such shares if all amounts  payable
thereon  were paid in full.  A  Fundamental  Transaction  or  Change of  Control
Transaction  shall not be treated as a Liquidation.  The Corporation  shall mail
written  notice  of any such  Liquidation,  not less  than 45 days  prior to the
payment date stated therein, to each record Holder.

                  Section 6.        Conversion.

                  a)  Conversions  at Option of Holder.  Each share of Preferred
         Stock shall be  convertible  into that number of shares of Common Stock
         (subject  to the  limitations  set  forth in  Sections  6(c) and  6(d))
         determined  by  dividing  the Stated  Value of such share of  Preferred
         Stock by the Conversion Price, at the option of the Holder, at any time
         and from time to time from and after the Original  Issue Date.  Holders
         shall effect  conversions by providing the Corporation with the form of
         conversion  notice  which  follows  this  Section  6(a) (a  "Notice  of
         Conversion").  Each Notice of  Conversion  shall  specify the number of
         shares of  Preferred  Stock to be  converted,  the  number of shares of
         Preferred  Stock owned prior to the conversion at issue,  the number of
         shares of Preferred  Stock owned  subsequent to the conversion at issue
         and the date on which such conversion is to be effected, which date may
         not be prior to the date the Holder  delivers such Notice of Conversion
         to  the  Corporation  by  facsimile  (the  "Conversion  Date").  If  no
         Conversion Date is specified in a Notice of Conversion,  the Conversion
         Date  shall  be  the  date  that  such  Notice  of  Conversion  to  the
         Corporation is deemed delivered hereunder. The calculations and entries
         set forth in the Notice of  Conversion  shall control in the absence of
         manifest or mathematical error. To effect conversions,  as the case may
         be, of shares of  Preferred  Stock,  a Holder  shall not be required to
         surrender  the  certificate(s)  representing  such shares of  Preferred
         Stock to the  Corporation  unless all of the shares of Preferred  Stock
         represented  thereby are so  converted,  in which case the Holder shall
         deliver the  certificate  representing  such share of  Preferred  Stock
         promptly  following the Conversion  Date at issue.  Shares of Preferred
         Stock  converted  into Common Stock or redeemed in accordance  with the
         terms hereof shall be canceled and may not be reissued.


                                       7
<PAGE>

                              NOTICE OF CONVERSION

     (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF
                                PREFERRED STOCK)

            The  undersigned  hereby  elects to convert  the number of shares of
            Series I 6% Convertible Preferred Stock indicated below, into shares
            of common stock, par value $0.005 per share (the "Common Stock"), of
            Nutrition  21, Inc.,  a New York  corporation  (the  "Corporation"),
            according to the conditions hereof, as of the date written below. If
            shares  are  to be  issued  in  the  name  of a  person  other  than
            undersigned,  the  undersigned  will pay all transfer  taxes payable
            with respect  thereto and is delivering  herewith such  certificates
            and  opinions  as  reasonably   requested  by  the   Corporation  in
            accordance  therewith.  No fee will be charged to the Holder for any
            conversion, except for such transfer taxes, if any.

            Conversion calculations:

                  Date to Effect Conversion: ___________________________________

                  Number of shares of Preferred Stock owned prior
                    to Conversion:   ____________________

                  Number of shares of Preferred Stock to be Converted: _________

                  Stated Value of shares of Preferred Stock
                    to be Converted: ____________________

                  Number of shares of Common Stock to be Issued: _______________

                  Applicable Conversion Price:__________________________________

                  Number of shares of Preferred Stock subsequent
                    to Conversion:   ____________________


                                                    [HOLDER]

                                                    By:_________________________
                                                       Name:
                                                       Title:


                  b) Conversion  Price.  The conversion  price for the Preferred
         Stock  shall  equal  $1.2535  (the  "Conversion  Price"),   subject  to
         adjustment herein.

                  c) Beneficial Ownership Limitation.  The Corporation shall not
         effect any conversion of the Preferred Stock, and each Holder shall not
         have the right to convert  any  portion of the  Preferred  Stock to the
         extent  that  after  giving  effect  to such  conversion,  such  Holder
         (together with the Holder's affiliates), as set forth on the applicable
         Notice of Conversion,  would beneficially own in excess of 4.99% of the
         number of shares of the  Common  Stock  outstanding  immediately  after
         giving  effect  to  such  conversion.  For  purposes  of the  foregoing
         sentence,  the number of shares of Common Stock  beneficially  owned by
         such Holder and its  affiliates  shall  include the number of shares of
         Common Stock  issuable  upon  conversion  of the  Preferred  Stock 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)  conversion  of the  remaining,  nonconverted  Stated
         Value of Preferred  Stock  beneficially  owned by such Holder or any of
         its  affiliates  and (B) exercise or conversion of the  unexercised  or
         nonconverted  portion  of  any  other  securities  of  the  Corporation
         (including  the  Warrants)  subject to a limitation  on  conversion  or
         exercise  analogous to the  limitation  contained  herein  beneficially
         owned by such Holder or any of its  affiliates.  Except as set forth in
         the preceding sentence,  for purposes of this Section 6(c),  beneficial
         ownership  shall be calculated in accordance  with Section 13(d) of the
         Exchange  Act.  To the extent  that the  limitation  contained  in this
         Section 6(c) applies,  the determination of whether the Preferred Stock
         is  convertible  (in relation to other  securities  owned by the Holder
         together with any affiliates) and of which shares of Preferred Stock is
         convertible  shall be in the sole  discretion  of such Holder,  and the
         submission  of a  Notice  of  Conversion  shall  be  deemed  to be such
         Holder's  determination of whether the shares of Preferred Stock may be
         converted  (in relation to other  securities  owned by such Holder) and
         which  shares  of the  Preferred  Stock is  convertible,  in each  case


                                       8
<PAGE>

         subject to such aggregate percentage limitations.  To ensure compliance
         with this  restriction,  the Holder will be deemed to  represent to the
         Corporation  each time it  delivers  a Notice of  Conversion  that such
         Notice of  Conversion  has not violated the  restrictions  set forth in
         this paragraph and the  Corporation  shall have no obligation to verify
         or confirm the  accuracy of such  determination.  For  purposes of this
         Section 6(c), 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 the most recent of the following:  (A) the
         Corporation's  most recent Form 10-Q or Form 10-K,  as the case may be,
         (B) a more recent public  announcement  by the  Corporation  or (C) any
         other notice by the  Corporation  or the  Corporation's  transfer agent
         setting  forth the number of shares of Common Stock  outstanding.  Upon
         the written or oral request of the Holder, the Corporation 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  Corporation,
         including the Preferred  Stock,  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 6(c) may be waived by the
         Holder upon, at the election of the Holder, upon not less than 61 days'
         prior notice to the  Corporation,  and the  provisions  of this Section
         6(c) 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).  Any Preferred  Stock that in a Forced  Conversion  would have
         converted  into Common  Stock but for the  provisions  of this  Section
         shall not  accrue  dividends  and shall not be  entitled  to any rights
         hereunder or under any other agreement with the Corporation  except for
         the right to convert  such  Preferred  Stock into Common Stock when the
         restrictions in this Section shall cease to apply.

                  d)  Limitation  on Number of Shares  Issuable to a  Particular
         Holder.  Notwithstanding  anything  herein  to the  contrary,  prior to
         Shareholder Approval, the Corporation shall not issue to any Holder any
         shares  of Common  Stock,  including  pursuant  to any  rights  herein,
         including,  without limitation, any conversion rights or right to issue
         shares of Common Stock in payment of dividends,  if after giving effect
         to such  issuance  such  Holder  would  own more  than  19.999%  of the
         Corporation's then outstanding Common Stock.

                  e) Mechanics of Conversion

                           i. Delivery of Certificate Upon Conversion. Not later
                  than three Trading Days after each Conversion Date (the "Share
                  Delivery Date"),  the Corporation shall deliver or cause to be
                  delivered  to the Holder  (A) a  certificate  or  certificates
                  which,  after the Effective Date, shall be free of restrictive
                  legends and trading restrictions (other than those required by
                  the Purchase  Agreement)  representing the number of shares of
                  Common Stock being  acquired upon the  conversion of shares of
                  Preferred Stock, and (B) a bank check in the amount of accrued
                  and unpaid  dividends  (if the  Corporation  has elected or is
                  required  to  pay  accrued  dividends  in  cash).   After  the
                  Effective  Date, the  Corporation  shall,  upon request of the
                  Holder, deliver any certificate or certificates required to be
                  delivered by the Corporation under this Section electronically
                  through   the   Depository   Trust   Corporation   or  another
                  established clearing corporation performing similar functions.
                  If in the case of any Notice of Conversion such certificate or
                  certificates  are  not  delivered  to or as  directed  by  the
                  applicable   Holder  by  the  third   Trading  Day  after  the
                  Conversion  Date,  the Holder  shall be  entitled  to elect by
                  written notice to the Corporation at any time on or before its
                  receipt of such  certificate or  certificates  thereafter,  to
                  rescind such conversion,  in which event the Corporation shall
                  immediately return the certificates representing the shares of
                  Preferred Stock tendered for conversion.

                           ii. Obligation Absolute;  Partial Liquidated Damages.
                  The  Corporation's   obligations  to  issue  and  deliver  the
                  Conversion  Shares  upon  conversion  of  Preferred  Stock  in
                  accordance   with  the   terms   hereof   are   absolute   and
                  unconditional,  irrespective  of any action or inaction by the
                  Holder to enforce the same, any waiver or consent with respect
                  to any provision hereof,  the recovery of any judgment against
                  any Person or any action to enforce  the same,  or any setoff,
                  counterclaim,  recoupment,  limitation or termination,  or any


                                       9
<PAGE>

                  breach or alleged  breach by the Holder or any other Person of
                  any obligation to the  Corporation or any violation or alleged
                  violation  of law by the  Holder  or  any  other  person,  and
                  irrespective of any other  circumstance  which might otherwise
                  limit  such  obligation  of the  Corporation  to the Holder in
                  connection with the issuance of such Conversion Shares. In the
                  event a Holder shall elect to convert any or all of the Stated
                  Value of its Preferred  Stock,  the Corporation may not refuse
                  conversion  based on any  claim  that  such  Holder or any one
                  associated or  affiliated  with the Holder of has been engaged
                  in any  violation of law,  agreement or for any other  reason,
                  unless, an injunction from a court, on notice, restraining and
                  or enjoining conversion of all or part of this Preferred Stock
                  shall have been sought and obtained and the Corporation  posts
                  a surety  bond for the  benefit of the Holder in the amount of
                  100% of the Stated Value of Preferred Stock outstanding, which
                  is subject  to the  injunction,  which  bond  shall  remain in
                  effect until the completion of  arbitration/litigation  of the
                  dispute  and the  proceeds  of which  shall be payable to such
                  Holder to the extent it obtains judgment. In the absence of an
                  injunction  precluding the same, the  Corporation  shall issue
                  Conversion  Shares or, if  applicable,  cash,  upon a properly
                  noticed conversion. If the Corporation fails to deliver to the
                  Holder such  certificate or  certificates  pursuant to Section
                  6(e)(i)  within two Trading  Days of the Share  Delivery  Date
                  applicable to such  conversion,  the Corporation  shall pay to
                  such  Holder,  in cash,  as  liquidated  damages  and not as a
                  penalty,  for each $5,000 of Stated Value of  Preferred  Stock
                  being  converted,  $50 per Trading Day (increasing to $100 per
                  Trading Day after 5 Trading  Days and  increasing  to $200 per
                  Trading Day 8 Trading Days after such damages begin to accrue)
                  for each Trading Day after the Share  Delivery Date until such
                  certificates  are  delivered.  Nothing  herein  shall  limit a
                  Holder's right to pursue actual damages for the  Corporation's
                  failure to deliver certificates  representing shares of Common
                  Stock upon conversion  within the period  specified herein and
                  such  Holder  shall  have the  right to  pursue  all  remedies
                  available  to it  hereunder,  at law or in  equity  including,
                  without  limitation,  a decree of specific  performance and/or
                  injunctive relief.

                           iii.  Compensation  for  Buy-In on  Failure to Timely
                  Deliver Certificates Upon Conversion. If the Corporation fails
                  to deliver  to the Holder  such  certificate  or  certificates
                  pursuant  to Section  6(e)(i) by the second  Trading Day after
                  the Share Delivery Date, and if after such Share Delivery Date
                  the  Holder  purchases  (in  an  open  market  transaction  or
                  otherwise)  Common Stock to deliver in  satisfaction of a sale
                  by such Holder of the  Conversion  Shares which the Holder was
                  entitled to receive upon the conversion relating to such Share
                  Delivery Date (a "Buy-In"),  then the Corporation shall pay in
                  cash to the Holder the amount by which (x) the Holder's  total
                  purchase price (including brokerage  commissions,  if any) for
                  the Common Stock so  purchased  exceeds (y) the product of (1)
                  the  aggregate  number of shares  of  Common  Stock  that such
                  Holder was  entitled to receive from the  conversion  at issue
                  multiplied  by (2) the  price at which the sell  order  giving
                  rise to such purchase obligation was executed. 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 conversion of shares of Preferred Stock with respect
                  to which the aggregate sale price giving rise to such purchase
                  obligation  is $10,000,  under  clause (A) of the  immediately
                  preceding  sentence the  Corporation  shall be required to pay
                  the Holder  $1,000.  The Holder shall provide the  Corporation
                  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  Corporation.
                  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
                  Corporation's   failure   to   timely   deliver   certificates
                  representing  shares of Common  Stock upon  conversion  of the
                  shares of  Preferred  Stock as required  pursuant to the terms
                  hereof.

                           iv.  Reservation of Shares Issuable Upon  Conversion.
                  The  Corporation  covenants  that it will at all times reserve
                  and keep available out of its  authorized and unissued  shares
                  of Common  Stock  solely  for the  purpose  of  issuance  upon
                  conversion of the Preferred  Stock and payment of dividends on
                  the  Preferred  Stock,  each as  herein  provided,  free  from
                  preemptive  rights or any  other  actual  contingent  purchase
                  rights of persons other than the Holder (and the other Holders
                  of the Preferred  Stock),  not less than such number of shares
                  of the  Common  Stock  as  shall  (subject  to any  additional
                  requirements  of the  Corporation  as to  reservation  of such


                                       10
<PAGE>

                  shares  set  forth  in the  Purchase  Agreement)  be  issuable
                  (taking  into  account the  adjustments  and  restrictions  of
                  Section 7) upon the  conversion of all  outstanding  shares of
                  Preferred Stock. The Corporation  covenants that all shares of
                  Common Stock that shall be so issuable  shall,  upon issue, be
                  duly  and   validly   authorized,   issued  and  fully   paid,
                  nonassessable  and,  if  the  Conversion  Shares  Registration
                  Statement  is  then  effective   under  the  Securities   Act,
                  registered for public sale in accordance  with such Conversion
                  Shares Registration Statement.

                           v. Fractional  Shares.  Upon a conversion  hereunder,
                  the   Corporation   shall  not  be  required  to  issue  stock
                  certificates  representing  fractions  of shares of the Common
                  Stock, but may if otherwise permitted,  make a cash payment in
                  respect of any final  fraction of a share based on the VWAP at
                  such time.  If the  Corporation  elects not, or is unable,  to
                  make such a cash  payment,  the Holder  shall be  entitled  to
                  receive,  in lieu of the final fraction of a share,  one whole
                  share of Common Stock.

                           vi. Transfer Taxes.  The issuance of certificates for
                  shares of the Common  Stock on  conversion  of this  Preferred
                  Stock shall be made  without  charge to the Holder  hereof for
                  any documentary  stamp or similar taxes that may be payable in
                  respect of the issue or delivery of such certificate, provided
                  that the Corporation shall not be required to pay any tax that
                  may be  payable in respect  of any  transfer  involved  in the
                  issuance and delivery of any such  certificate upon conversion
                  in a name  other  than that of the  Holder  of such  shares of
                  Preferred Stock so converted and the Corporation  shall not be
                  required to issue or deliver such certificates unless or until
                  the person or persons  requesting  the issuance  thereof shall
                  have paid to the  Corporation  the amount of such tax or shall
                  have  established to the  satisfaction of the Corporation that
                  such tax has been paid.

                  Section 7.        Certain Adjustments.

                  a) Stock Dividends and Stock Splits.  If the  Corporation,  at
         any time while this Preferred  Stock 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  Corporation
         pursuant to this Preferred Sock), (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  Corporation,
         then the  Conversion  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. Any adjustment made pursuant
         to this  Section  7(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  Corporation  or  any
         Subsidiary  thereof,  as  applicable,  at any time while this Preferred
         Stock 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  Conversion
         Price (such lower price, the "Base Conversion 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
         Conversion  Price,  such issuance  shall be deemed to have occurred for
         less than the Conversion Price on such date of the Dilutive  Issuance),
         then the Conversion Price shall be reduced to equal the Base Conversion
         Price;  provided,  however,  until Shareholder Approval is obtained and
         deemed effective, the Conversion Price shall not be adjusted to be less


                                       11
<PAGE>

         than  $1.2639,  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.  Notwithstanding  the foregoing,  no adjustment will be made
         under this Section 7(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
         issuances,  over any 12 month period.  The Corporation shall notify the
         Holder  in  writing,  no later  than the  Business  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 Corporation  provides a
         Dilutive  Issuance  Notice  pursuant  to this  Section  7(b),  upon the
         occurrence  of any Dilutive  Issuance,  after the date of such Dilutive
         Issuance  the  Holder is  entitled  to  receive a number of  Conversion
         Shares based upon the Base Conversion  Price  regardless of whether the
         Holder  accurately refers to the Base Conversion Price in the Notice of
         Conversion.

                  c) Subsequent  Rights  Offerings.  If the Corporation,  at any
         time while the  Preferred  Stock is  outstanding,  shall issue  rights,
         options or warrants to all holders of Common Stock (and not to Holders)
         entitling them to subscribe for or purchase shares of Common Stock at a
         price per share less than the VWAP at the record date mentioned  below,
         then the Conversion  Price shall be multiplied by a fraction,  of which
         the  denominator  shall be the  number of shares  of the  Common  Stock
         Outstanding on the date of issuance of such rights or warrants plus the
         number of additional shares of Common Stock offered for subscription or
         purchase,  and of which the numerator  shall be the number of shares of
         the Common Stock  Outstanding on the date of issuance of such rights or
         warrants plus the number of shares which the aggregate  offering  price
         of the  total  number of shares so  offered  (assuming  receipt  by the
         Corporation in full of all consideration  payable upon exercise of such
         rights,  options  or  warrants)  would  purchase  at  such  VWAP.  Such
         adjustment  shall be made  whenever such rights or warrants are issued,
         and shall become  effective  immediately  after the record date for the
         determination of stockholders entitled to receive such rights,  options
         or warrants.

                  d) Pro Rata  Distributions.  If the  Corporation,  at any time
         while Preferred Stock is outstanding,  shall  distribute to all holders
         of Common Stock (and not to Holders)  evidences of its  indebtedness or
         assets  (including  cash and cash  dividends)  or rights or warrants to
         subscribe  for or  purchase  any  security,  then in each such case the
         Conversion Price shall be adjusted by multiplying such Conversion 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 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.

                  e)  Fundamental  Transaction.  If,  at  any  time  while  this
         Preferred Stock is outstanding,  (A) the Corporation effects any merger
         or consolidation  of the Corporation  with or into another Person,  (B)
         the  Corporation  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  Corporation  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 Corporation 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  conversion of this Preferred  Stock,  the Holder shall have
         the right to receive,  for each  Conversion  Share that would have been
         issuable upon such  conversion  immediately  prior to the occurrence of
         such Fundamental  Transaction,  the same kind and amount of securities,
         cash or  property as it would have been  entitled  to receive  upon the
         occurrence of such Fundamental  Transaction if it had been, immediately
         prior to such  Fundamental  Transaction,  the  holder  of one  share of


                                       12
<PAGE>

         Common Stock (the "Alternate Consideration").  For purposes of any such
         conversion,   the  determination  of  the  Conversion  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
         Corporation  shall  apportion the Conversion  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  conversion of this  Preferred  Stock  following such
         Fundamental  Transaction.  To the extent  necessary to  effectuate  the
         foregoing  provisions,  any successor to the  Corporation  or surviving
         entity in such Fundamental  Transaction shall file a new Certificate of
         Designations with the same terms and conditions and issue to the Holder
         new  preferred  stock  consistent  with the  foregoing  provisions  and
         evidencing  the  Holder's  right to convert such  preferred  stock 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 7(e) and insuring that this  Preferred  Stock (or any such
         replacement  security)  will be similarly  adjusted upon any subsequent
         transaction analogous to a Fundamental Transaction.

                  f) Calculations.  All calculations  under this Section 7 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 7, 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.

                  g) Notice to Holders.

                           i.  Adjustment  to  Conversion  Price.  Whenever  the
                  Conversion  Price is adjusted  pursuant to any of this Section
                  7, the Corporation shall promptly mail to each Holder a notice
                  setting forth the Conversion  Price after such  adjustment and
                  setting forth a brief  statement of the facts  requiring  such
                  adjustment.

                           ii. Notice to Allow Conversion by Holder.  If (A) the
                  Corporation   shall   declare   a   dividend   (or  any  other
                  distribution) on the Common Stock;  (B) the Corporation  shall
                  declare  a  special   nonrecurring   cash  dividend  on  or  a
                  redemption  of the Common  Stock;  (C) the  Corporation  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  Corporation  shall be required in
                  connection with any  reclassification of the Common Stock, any
                  consolidation  or merger to which the  Corporation is a party,
                  any sale or transfer of all or substantially all of the assets
                  of the  Corporation,  of any compulsory share exchange whereby
                  the Common Stock is converted into other  securities,  cash or
                  property; (E) the Corporation shall authorize the voluntary or
                  involuntary  dissolution,  liquidation  or  winding  up of the
                  affairs  of  the   Corporation;   then,  in  each  case,   the
                  Corporation  shall  cause to be filed at each office or agency
                  maintained  for the purpose of  conversion  of this  Preferred
                  Stock,  and shall cause to be mailed to the Holder at its last
                  address  as its  shall  appear  upon  the  stock  books of the
                  Corporation, 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 convert the  Conversion  Amount of this  Preferred


                                       13
<PAGE>

                  Stock (or any part hereof) during the 20-day period commencing
                  the date of such  notice  to the  effective  date of the event
                  triggering such notice.

                  Section 8.        Forced Conversion and Four Year Redemption.

                  a) Forced Conversion.  Notwithstanding  anything herein to the
         contrary,  if  after  the  Effective  Date  the VWAP for each of any 20
         consecutive  Trading Days  ("Threshold  Period"),  which 20 consecutive
         Trading Day period shall have commenced only after the Effective  Date,
         exceeds the then effective  Conversion  Price by 200%, the  Corporation
         may,  within 1 Trading Day after any such Threshold  Period,  deliver a
         written  notice to all  Holders (a "Forced  Conversion  Notice" and the
         date such  notice is received by the  Holders,  the "Forced  Conversion
         Notice Date") to cause each Holder to  immediately  convert all or part
         of such Holder's  Preferred Stock plus all accrued but unpaid dividends
         thereon and all liquidated  damages and other amounts due in respect of
         the  Preferred   Stock.  The  Corporation  may  only  effect  a  Forced
         Conversion  Notice if all of the Equity Conditions have been met during
         the Threshold Period through and including the date that the Conversion
         Shares  are  actually  received  by the Holder  pursuant  to the Forced
         Conversion  Notice.  Any  Forced  Conversion  Notices  shall be applied
         ratably to all of the Holders in proportion  to each  Holder's  initial
         purchases of Preferred  Stock  hereunder,  provided  that any voluntary
         conversions by a Holder shall be applied against such Holder's pro-rata
         allocation  thereby  decreasing the aggregate amount forcibly converted
         hereunder.

                  b) Four Year  Redemption.  On the  fourth  anniversary  of the
         Original Issue Date (the "Four Year Redemption  Date"), the Corporation
         shall redeem all of the then outstanding Preferred Stock, for an amount
         in cash equal to the Four Year Redemption Amount (such redemption,  the
         "Four Year Redemption").  The Corporation  covenants and agrees that it
         will honor all  Conversion  Notices  tendered up until such amounts are
         paid in full.

                  c)  Redemption  Procedure.  The payment of cash  pursuant to a
         Four Year Redemption shall be made on the Four Year Redemption Date. If
         any portion of the cash payment for a Four Year Redemption shall not be
         paid by the  Corporation  by the  respective  due date,  interest shall
         accrue  thereon  at the  rate of 18% per  annum  (or the  maximum  rate
         permitted by applicable law, whichever is less) until the such payment,
         plus all amounts owing thereon, is paid in full.

                  Section 9.        Redemption Upon Triggering Events.

                  a)  "Triggering  Event" means any one or more of the following
         events  (whatever  the reason  and  whether  it shall be  voluntary  or
         involuntary  or  effected  by  operation  of  law  or  pursuant  to any
         judgment,  decree  or  order  of any  court,  or  any  order,  rule  or
         regulation of any administrative or governmental body):

                           i. the failure of a  Conversion  Shares  Registration
                  Statement  to be declared  effective by the  Commission  on or
                  prior to the 180th day after the Original Issue Date;

                           ii.  if,  during  the   Effectiveness   Period,   the
                  effectiveness of the Conversion Shares Registration  Statement
                  lapses  for  any  reason  for  more  than an  aggregate  of 90
                  calendar days (which need not be consecutive  days) during any
                  12 month  period,  or the  Holder  shall not be  permitted  to
                  resell  Registrable  Securities  under the  Conversion  Shares
                  Registration  Statement  for  more  than  an  aggregate  of 90
                  calendar days (which need not be consecutive  days) during any
                  12 month period;

                           iii.   the   Corporation   shall   fail  to   deliver
                  certificates  representing  Conversion  Shares issuable upon a
                  conversion  hereunder that comply with the  provisions  hereof
                  prior to the 7th Trading Day after such shares are required to
                  be  delivered  hereunder,  or the  Corporation  shall  provide
                  written  notice  to any  Holder,  including  by way of  public
                  announcement, at any time, of its intention not to comply with
                  requests for  conversion  of any shares of Preferred  Stock in
                  accordance with the terms hereof;


                                       14
<PAGE>

                           iv. one of the Events (as defined in the Registration
                  Rights Agreement)  described in subsections (i), (ii) or (iii)
                  of Section 2(b) of the Registration Rights Agreement shall not
                  have been cured to the reasonable  satisfaction of the Holders
                  prior to the  expiration  of 30 days from the  Event  Date (as
                  defined in the Registration Rights Agreement) relating thereto
                  (other than an Event  resulting from a failure of a Conversion
                  Shares Registration  Statement to be declared effective by the
                  Commission  on or prior to the 180th  day  after the  Original
                  Issue Date, which shall be covered by Section 9(a)(i));

                           v. the  Corporation  shall fail for any reason to pay
                  in full the amount of cash due  pursuant to a Buy-In  within 7
                  days after  notice  therefor is  delivered  hereunder or shall
                  fail to pay all  amounts  owed on account  of an Event  within
                  five days of the date due;

                           vi. the  Corporation  shall fail to have  available a
                  sufficient  number  of  authorized  and  unreserved  shares of
                  Common  Stock  to  issue  to  such  Holder  upon a  conversion
                  hereunder;

                           vii. the Corporation shall fail to materially observe
                  or perform any other covenant, agreement or warranty contained
                  in,  or  otherwise   commit  any  breach  of  the  Transaction
                  Documents, and such failure or breach shall not, if subject to
                  the  possibility  of a cure  by  the  Corporation,  have  been
                  remedied  within  30  calendar  days  after  the date on which
                  written  notice  of such  failure  or breach  shall  have been
                  given;

                           viii.  the  Corporation  shall  redeem more than a de
                  minimis number of Junior Securities;

                           ix.  the  Corporation  shall be party to a Change  of
                  Control Transaction;

                           x. there shall have occurred a Bankruptcy Event;

                           xi.  the  Common  Stock  shall  fail to be  listed or
                  quoted for trading on a Trading Market for more than 5 Trading
                  Days, which need not be consecutive Trading Days; or

                           xii.  for reasons  relating to the  structure  of the
                  transactions  contemplated by the Transaction  Documents,  the
                  Corporation is delisted from the Nasdaq Small-Cap Market.

                  b) Upon the  occurrence  of a  Triggering  Event,  each Holder
         shall (in addition to all other  rights it may have  hereunder or under
         applicable law) have the right,  exercisable at the sole option of such
         Holder, to require the Corporation to redeem all of the Preferred Stock
         then held by such Holder for a redemption  price, in cash, equal to the
         Triggering Redemption Amount. The Triggering Redemption Amount shall be
         due and payable or issuable,  as the case may be, within 5 Trading Days
         of the date on which the notice for the payment therefor is provided by
         a Holder (the "Triggering Redemption Payment Date"). If the Corporation
         fails  to pay  the  Triggering  Redemption  Amount  hereunder  in  full
         pursuant to this  Section on the date such amount is due in  accordance
         with this Section,  the Corporation will pay interest thereon at a rate
         of 14% per annum (or such lesser amount  permitted by applicable  law),
         accruing daily from such date until the Triggering  Redemption  Amount,
         plus all such interest  thereon,  is paid in full. For purposes of this
         Section,  a share of Preferred Stock is outstanding  until such date as
         the Holder shall have received  Conversion Shares upon a conversion (or
         attempted conversion) thereof that meets the requirements hereof or has
         been paid the Triggering  Redemption Amount plus all accrued but unpaid
         dividends and all accrued but unpaid liquidated damages in cash.

                  Section 10.       Miscellaneous.

                  a)  Notices.  Any and all notices or other  communications  or
         deliveries to be provided by the Holder hereunder,  including,  without
         limitation, any Notice of Conversion, shall be in writing and delivered
         personally,  by facsimile,  sent by a nationally  recognized  overnight
         courier service, addressed to the Corporation, at the address set forth
         above,  FACSIMILE NUMBER (914) 696 0862, ATTN: GAIL MONTGOMERY,  WITH A


                                       15
<PAGE>

         COPY TO OSCAR D. FOLGER,  FACSIMILE NUMBER (212) 697 7833 or such other
         address or  facsimile  number as the  Corporation  may specify for such
         purposes by notice to the Holders  delivered  in  accordance  with this
         Section.  Any and all notices or other  communications or deliveries to
         be  provided  by the  Corporation  hereunder  shall be in  writing  and
         delivered  personally,  by facsimile,  sent by a nationally  recognized
         overnight  courier  service  addressed to each Holder at the  facsimile
         telephone  number or address of such Holder  appearing  on the books of
         the  Corporation,  or if no such facsimile  telephone number or address
         appears,  at the principal place of business of the Holder.  Any notice
         or other  communication  or deliveries  hereunder shall be deemed given
         and effective on the earliest of (i) the date of transmission,  if such
         notice or  communication  is delivered  via  facsimile at the facsimile
         telephone number specified in this Section prior to 5:30 p.m. (New York
         City  time),  (ii) the date  after  the date of  transmission,  if such
         notice or  communication  is delivered  via  facsimile at the facsimile
         telephone  number  specified in this Section  later than 5:30 p.m. (New
         York City time) on any date and earlier than 11:59 p.m.  (New York City
         time) on such date, (iii) the second Business Day following the date of
         mailing, if sent by nationally recognized overnight courier service, or
         (iv) upon  actual  receipt by the party to whom such notice is required
         to be given.

                  b) Absolute  Obligation.  Except as expressly provided herein,
         no provision of this  Certificate of Designation  shall alter or impair
         the obligation of the Corporation, which is absolute and unconditional,
         to pay the  liquidated  damages  (if any) on, the  shares of  Preferred
         Stock at the time, place, and rate, and in the coin or currency, herein
         prescribed.

                  c)  Lost  or  Mutilated  Preferred  Stock  Certificate.  If  a
         Holder's  Preferred Stock certificate shall be mutilated,  lost, stolen
         or destroyed,  the Corporation  shall execute and deliver,  in exchange
         and substitution for and upon cancellation of a mutilated  certificate,
         or in  lieu  of or in  substitution  for a lost,  stolen  or  destroyed
         certificate,  a new  certificate  for the shares of Preferred  Stock so
         mutilated,  lost, stolen or destroyed but only upon receipt of evidence
         of such loss,  theft or  destruction  of such  certificate,  and of the
         ownership  hereof,   and  indemnity,   if  requested,   all  reasonably
         satisfactory to the Corporation.

                  d) Governing Law. All questions  concerning the  construction,
         validity,   enforcement  and  interpretation  of  this  Certificate  of
         Designation  shall  be  governed  by  and  construed  and  enforced  in
         accordance  with the  internal  laws of the State of New York,  without
         regard to the principles of conflicts of law thereof. Each party agrees
         that all legal proceedings concerning the interpretations,  enforcement
         and defense of the transactions  contemplated by any of the Transaction
         Documents  (whether  brought  against a party hereto or its  respective
         affiliates,  directors,  officers,  shareholders,  employees or agents)
         shall be commenced in the state and federal  courts sitting in the City
         of New York,  Borough of Manhattan (the "New York Courts").  Each party
         hereto hereby irrevocably submits to the exclusive  jurisdiction of the
         New York Courts for the  adjudication  of any dispute  hereunder  or in
         connection  herewith  or with any  transaction  contemplated  hereby or
         discussed  herein  (including with respect to the enforcement of any of
         the Transaction  Documents),  and hereby irrevocably waives, and agrees
         not to assert in any suit,  action or proceeding,  any claim that it is
         not personally  subject to the  jurisdiction of any such court, or such
         New York Courts are improper or inconvenient venue for such proceeding.
         Each party hereby  irrevocably  waives personal  service of process and
         consents to process being served in any such suit, action or proceeding
         by mailing a copy thereof via registered or certified mail or overnight
         delivery  (with  evidence of  delivery) to such party at the address in
         effect for  notices to it under this  Certificate  of  Designation  and
         agrees that such service shall  constitute good and sufficient  service
         of process and notice thereof. Nothing contained herein shall be deemed
         to limit in any way any right to serve process in any manner  permitted
         by law. Each party hereto  hereby  irrevocably  waives,  to the fullest
         extent  permitted by applicable law, any and all right to trial by jury
         in any legal proceeding  arising out of or relating to this Certificate
         of Designation or the transactions contemplated hereby. If either party
         shall  commence an action or  proceeding  to enforce any  provisions of
         this  Certificate of  Designation,  then the  prevailing  party in such
         action or  proceeding  shall be  reimbursed  by the other party for its
         attorneys  fees  and  other  costs  and  expenses   incurred  with  the
         investigation,   preparation   and   prosecution   of  such  action  or
         proceeding.

                  e) Waiver.  Any waiver by the  Corporation  or the Holder of a
         breach of any provision of this  Certificate of  Designation  shall not
         operate as or be  construed  to be a waiver of any other breach of such


                                       16
<PAGE>

         provision or of any breach of any other  provision of this  Certificate
         of Designation.  The failure of the Corporation or the Holder to insist
         upon strict adherence to any term of this Certificate of Designation on
         one or more occasions  shall not be considered a waiver or deprive that
         party of the right  thereafter to insist upon strict  adherence to that
         term or any other term of this  Certificate of Designation.  Any waiver
         must be in writing.

                  f)  Severability.  If any  provision  of this  Certificate  of
         Designation is invalid,  illegal or unenforceable,  the balance of this
         Certificate of Designation shall remain in effect, and if any provision
         is inapplicable to any person or  circumstance,  it shall  nevertheless
         remain applicable to all other persons and  circumstances.  If it shall
         be found  that  any  interest  or  other  amount  deemed  interest  due
         hereunder violates applicable laws governing usury, the applicable rate
         of interest due hereunder shall  automatically  be lowered to equal the
         maximum permitted rate of interest.

                  g) Next Business Day. Whenever any payment or other obligation
         hereunder shall be due on a day other than a Business Day, such payment
         shall be made on the next succeeding Business Day.

                  h) Headings. The headings contained herein are for convenience
         only, do not constitute a part of this  Certificate of Designation  and
         shall not be deemed to limit or affect any of the provisions hereof.


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


                                       17
<PAGE>

This  amendment  has been adopted by the Board of  Directors of the  Corporation
pursuant to Section 502 of the Business Corporation Law.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be signed by Gail Montgomery, its President, as of April 1, 2005.

                                                   NUTRITIONS 21, INC.

                                                   By: /s/Gail Montgomery
                                                   --------------------
                                                   Name: Gail Montgomery
                                                   Its: President

                                                   By: /s/ Benjamin T. Sporn
                                                   ---------------------
                                                   Name: Benjamin T. Sporn
                                                   Its: Secretary



                                       18