Exhibit 4.5

                         BRISTOL INVESTMENT GROUP, INC.
                               MEMBER NASD ~ SIPC
                         135 EAST 57TH STREET, 17TH FL.
                               NEW YORK, NY 10022
                         ------------------------------
                                ALAN P. DONENFELD
                                    President
                               Tel (212) 593-1600
                               Fax (212) 593-3155
                             alan@BristolDirect.com

March 9, 2005

Nutrition 21, Inc.
4 Manhattanville Road
Purchase, NY 10577

Attention:  Gail  Montgomery,  President  and  CEO & Paul S.  Intlekofer,  Chief
Financial Officer.

Ladies and Gentlemen:

This letter  confirms the  agreement  between  Bristol  Investment  Group,  Inc.
("Bristol") and Nutrition 21, Inc. (the "Company") with respect to the Company's
engagement  of Bristol to act as the  Company's  placement  agent of  investment
capital through a private placement transaction.

1.  Services and Term.  Bristol will assist the Company in raising  capital in a
financing. The offering structure, terms and conditions of the financing will be
determined by the Company,  in its sole  discretion.  The term of this Agreement
(the  "Term")  shall  commence  upon its  signing and may be  terminated  by the
Company at any time upon thirty days prior written notice (a "Termination").

2.  Financing  Fees.  Bristol shall receive for its services a cash fee equal to
four  percent  (4%) of the amount of capital  raised from  Bristol  Contacts (as
defined  below) with such cash fee payable by wire  transfer  out of the closing
proceeds of each financing.  In addition, the Company shall sell to Bristol, and
Bristol  shall  purchase from the Company,  for $0.001 per share,  warrants (the
"Warrants")  to  purchase  four  percent  (4%) of the number of shares of Common
Stock  purchased  and/or  obtainable  by  investors  in each  financing  through
conversion of notes or preferred stock issued in the  financing(s) not to exceed
three  hundred  thousand  warrants as part of this  financing  transaction.  The
Warrants  shall be  exercisable  over a five  year  term  and  shall  include  a
"cashless  exercise"  provision.  The exercise price of all Warrants issued in a
financing  shall be equal  to the  lowest  common  stock  purchase  price or the
conversion price of a convertible  security paid by investors in that financing.
Bristol shall be entitled to "piggy back" registration  rights pursuant to which
the  Company  agrees to  register  the shares  underlying  the  Warrants  on any
registration  statement filed by the Company,  other than on Form S-8, including
the registration by the investors in the financing. From time to time during the
Term,  Bristol  shall  submit a written list of  potential  investors  ("Bristol
Contacts").  Bristol  Contacts shall be deemed to include the affiliates of such
Bristol Contacts and any third party investor who learns of the financing or the
Company through a Bristol Contact or the efforts of Bristol.  To the extent more
fully  set forth in  Section  3, the  Bristol  Contacts  shall be the  exclusive
contacts of Bristol with respect to Bristol's right to earn  compensation  under
the terms hereunder even if a Bristol Contact(s) provides capital to the Company
in a financing not related to the contemplated Bristol financing.

                                       1
<PAGE>

3. Survival of Agreement.  Paragraphs 2, 4 and 5,  including the  exclusivity of
Bristol's   Contacts,   shall  survive  the   Termination  of  this   Agreement.
Notwithstanding  the Termination of the Agreement,  Bristol shall be entitled to
receive  compensation  in the amounts set forth above until the date that is the
second anniversary of the Termination.

4. Governing Law, Benefits and  Modifications.  This Agreement shall be governed
by,  and  interpreted  in  accordance  with,  the laws of the  State of New York
applicable to agreements made and to be fully performed therein. The invalidity,
illegality or  unenforceability  of any provision of this Agreement  shall in no
way effect the validity,  legality or  enforceability  or any other provision of
this Agreement.  In the event of any dispute arising out of this Agreement,  the
Company  and Bristol  waive any right to a trial under  Federal or state law and
agree  instead to submit  any  dispute  hereunder  to the  American  Arbitration
Association  for binding  arbitration in New York. The  arbitration  award shall
grant a reimbursement  to the prevailing  party of all of its fees and expenses,
including  attorney's  fees. The benefits of this  Agreement  shall inure to the
respective successors and assigns of the parties hereto, and the obligations and
liabilities  assumed in this  Agreement  by the parties  hereto shall be binding
upon their respective successors and assigns. This Agreement may not be modified
or amended except in writing signed by the parties hereto.

5.  Indemnification.  The  Company  agrees  that it  shall  indemnify  and  hold
harmless, Bristol, its stockholders,  directors,  officers,  employees,  agents,
affiliates  and  controlling  persons  within  the  meaning of Section 20 of the
Securities  Exchange Act of 1934 and Section 15 of the  Securities  Act of 1933,
each as amended (any and all of whom are referred to as an "Indemnified Party"),
from and against any and all losses, claims, damages,  liabilities, or expenses,
and all actions in respect thereof (including,  but not limited to, all legal or
other expenses  reasonably  incurred by an Indemnified  Party in connection with
the investigation,  preparation,  defense or settlement of any claim,  action or
processing,  whether  or  not  resulting  in  any  liability),  incurred  by  an
Indemnified  Party: (a) arising out of, or in connection with, any actions taken
or omitted to be taken by the Company,  its affiliates,  employees or agents, or
any untrue statement or alleged untrue statement of a material fact contained in
any of  the  financial  or  other  information  contained  in  the  registration
statement and/or other  information  furnished to Bristol by or on behalf of the
Company,  or the omission or alleged  omission of a material fact required to be
stated  therein or  necessary,  provided  such  information  is furnished by the
Company,  to make the statements  therein,  in light of the circumstances  under
which they were made,  not  misleading;  or (b) with  respect to,  caused by, or
otherwise  arising  out of any  transaction  contemplated  by the  Agreement  or
Bristol's performing the services contemplated hereunder; provided, however, the
Company will not be liable  under  clause (b) hereof to the extent,  and only to
the  extent,  that any loss,  claim,  damage,  liability  or  expense is finally
judicially   determined  to  have  resulted   primarily  from  Bristol's   gross
negligence, breach of agreement or bad faith in performing such services.

If the  indemnification  provided for herein is  conclusively  determined (by an
entry of final judgment by a court of competent  jurisdiction and the expiration
of the time or denial of the right to appeal) to be unavailable or  insufficient
to hold any  Indemnified  Party  harmless  in  respect  to any  losses,  claims,
damages,  liabilities  or expenses  referred to therein,  then the Company shall
contribute  to the  amounts  paid or payable by such  Indemnified  Party in such
proportion as is appropriate and equitable under all circumstances,  taking into
account  the  relative  benefits  received  by the  Company  on the one hand and
Bristol on the other,  from the  transaction or proposed  transaction  under the
Agreement or, if allocation on that basis is not permitted under applicable law,
in such  proportion as is appropriate to reflect not only the relative  benefits
received by the  Company on the one hand and Bristol on the other,  but also the
relative fault of the Company and Bristol; provided,  however, in no event shall
the aggregate  contribution of Bristol and/or any Indemnified Party be in excess
of net  compensation  actually  received by Bristol and such  Indemnified  Party
pursuant  to this  Agreement.  The  Company  shall not settle or  compromise  or
consent to the entry of any  judgment  in or  otherwise  seek to  terminate  any
pending or threatened action, claim, suit or proceeding in which any Indemnified
Party is or could be a party  and as to which  Indemnification  or  contribution
could have been sought by such Indemnified Party hereunder  (whether or not such
Indemnified  Party is a party  thereto),  unless  such  consent  or  termination
includes an express unconditional release of such Indemnified Party,  reasonably
satisfactory in form and substance to such Indemnified  Party,  from all losses,
claims, damages, liabilities or expenses arising out of such action, claim, suit
or proceeding.

                                       2
<PAGE>

The foregoing  indemnification  and contribution  provisions are not in lieu of,
but in addition  to, any rights which any  Indemnified  Party may have at common
law hereunder or otherwise,  and shall remain in full force and effect following
the expiration or  termination  of Bristol's  engagement and shall be binding on
any  successors  or assigns of the Company and  successors  or assigns to all or
substantially all of the Company's business or assets.

6. Best Efforts  Services.  The Company  expressly  acknowledges and agrees that
Bristol's  obligations hereunder are on a reasonable best efforts basis only and
that the execution of this Agreement does not constitute a commitment by Bristol
to purchase any  securities  and does not ensure a  successful  financing or the
success of Bristol with respect to finding any financing for the Company.

7. Company Information. The Company represents and warrants that, as of the date
of this Agreement and at all times  thereafter  during the Term, the information
and  documentation  provided by the Company to Bristol and Bristol Contacts will
not contain any untrue  statement of a material fact or omit to state a material
fact  necessary in order to make the  statements  made therein,  in light of the
circumstances under which they are made, not misleading.  The Company recognizes
and confirms that Bristol in acting  pursuant to this  engagement  will be using
information  provided by or on behalf of the Company,  and that Bristol does not
assume responsibility for and may rely, without independent verification, on the
accuracy and the completeness of any such reports and information. The financial
statements provided by the Company will present fairly the financial position of
the Company as of the dates  indicated and the results of its operations for the
periods  specified;  and said  financial  statements  will have been prepared in
conformity with generally accepted accounting principles (as described therein),
applied on a basis which is consistent during the periods  involved.  Subject to
compliance  with  applicable  securities  laws,  the  Company  agrees to provide
Bristol  with (i)  prompt  notice  of any  material  development  affecting  the
Company,  and (ii) such other information  concerning the business and financial
condition of the Company as Bristol may from time to time reasonably request.

8. Legal Relationship. Nothing contained in this Agreement shall be construed to
place  Bristol  and  the  Company  in the  relationship  of  partners  or  joint
venturers.  Neither Bristol nor the Company shall represent  itself as the legal
representative of the other for any purpose whatsoever nor shall either have the
power to  obligate  or bind the  other in any  manner  whatsoever.  Bristol,  in
performing  its  services  hereunder,  shall  at  all  times  be an  independent
contractor.

If the foregoing conforms to your understanding, please sign, date and return to
us the enclosed copy of this letter.

                                    Very truly yours,

                                    BRISTOL INVESTMENT GROUP, INC.


                                    By: /s/ Alan P. Donenfeld
                                        --------------------------------
                                            Alan P. Donenfeld, President

Agreed and Accepted this 9th day of March, 2005

NUTRITION 21, INCORPORATED.


By:  /s/ Paul S. Intlekofer
     -----------------------------------------------
         Paul S. Intlekofer, Chief Financial Officer


                                       3